0001493152-19-008241.txt : 20190524 0001493152-19-008241.hdr.sgml : 20190524 20190524161532 ACCESSION NUMBER: 0001493152-19-008241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20190524 DATE AS OF CHANGE: 20190524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ProPhase Labs, Inc. CENTRAL INDEX KEY: 0000868278 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232577138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21617 FILM NUMBER: 19854621 BUSINESS ADDRESS: STREET 1: 621 N. SHADY RETREAT ROAD CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2153450919 MAIL ADDRESS: STREET 1: 621 N. SHADY RETREAT ROAD CITY: DOYLESTOWN STATE: PA ZIP: 18901 FORMER COMPANY: FORMER CONFORMED NAME: QUIGLEY CORP DATE OF NAME CHANGE: 19930328 8-K 1 form8-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2019

PROPHASE LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-21617		23-2577138
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

621 N. Shady Retreat Road, Doylestown, PA, 18901

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (215) 345-0919

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Exchange Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0005	PRPH	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2019, ProPhase Labs, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of April 16, 2019, the Company had 11,560,256 shares of common stock, par value $0.0005 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 11,517,848 shares of Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below.

Proposal 1. Election of Directors

Each of the nominees for election to the board of directors was elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:

Name	For		Withheld		Broker Non-Votes
Ted Karkus		8,404,407		23,699		3,089,742
Jason Barr		8,398,562		29,544		3,089,742
Louis Gleckel, MD		8,254,443		173,663		3,089,742
Warren Hirsch		8,404,762		23,344		3,089,742

Proposal 2. Ratification of the Appointment of Independent Auditors

The ratification of the appointment by the Audit Committee of the board of directors of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following vote:

For				Against				Abstain				Broker Non-Votes
	11,396,842				35,394				85,612				0

Proposal 3. Advisory Vote to Approve the Compensation of Named Executive Officers (“Say on Pay” Vote)

The compensation of the Named Executive Officers was approved by the following vote:

For				Against				Abstain				Broker Non-Votes
	8,363,209				56,710				8,187				3,089,742

Proposal 4. Advisory Vote on the Frequency of Future Say on Pay Votes

A majority of the stockholders of the Company selected 3 years as the appropriate frequency for holding future Say on Pay Votes.

1 Year

2 Years

3 Years

Abstain

Broker

Non-Votes

1,147,848

4,501

7,272,448

3,309

3,089,742

Based on these results, and consistent with the board of directors’ recommendation, the board of directors has determined that the Company will continue to hold an advisory vote on executive compensation every three years, with the next vote occurring at the annual meeting of stockholders in 2022.

Item 8.01 Other Events

Following his election to the board of directors at the Annual Meeting, Mr. Hirsch was appointed as a member of each of the committees of the board of directors, and as the Chairman of the Audit Committee of the board of directors. As a result of his appointment to the Audit Committee, the Company’s Audit Committee is now comprised of three independent directors, as defined in the Nasdaq Listing Rules, and the Company. The Company has notified Nasdaq that is has regained compliance with Rule 5605(c)(2)(A) of the Nasdaq Listing Rules.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ProPhase Labs, Inc.

	By:	/s/ Monica Brady
		Monica Brady
		Chief Financial Officer

Date: May 24, 2019