0001193125-11-216376.txt : 20110809 0001193125-11-216376.hdr.sgml : 20110809 20110809152543 ACCESSION NUMBER: 0001193125-11-216376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110809 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110809 DATE AS OF CHANGE: 20110809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANOPHASE TECHNOLOGIES CORPORATION CENTRAL INDEX KEY: 0000883107 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] IRS NUMBER: 363687863 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22333 FILM NUMBER: 111020567 BUSINESS ADDRESS: STREET 1: 453 COMMERCE ST CITY: BURR RIDGE STATE: IL ZIP: 60521 BUSINESS PHONE: 6303231200 MAIL ADDRESS: STREET 1: 453 COMMERCE STREET CITY: BURR RIDGE STATE: IL ZIP: 60521 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): August 9, 2011

 

 

NANOPHASE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Commission File Number: 0-22333

 

Delaware   36-3687863

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

1319 Marquette Drive, Romeoville, Illinois 60446

(Address of Principal Executive Offices, Including Zip Code)

(630) 771-6700

(Registrant’s Telephone Number, Including Area Code)

 

(Former name or former address, if changed since last report)

 

 

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-12)

 

¨ 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))

 

 

 

Item 5.07. Submission of Matters to Security Holders

The 2011 Annual Meeting of Stockholders of the Company was held on August 9, 2011. The proposals submitted to stockholders and final results of the voting were as follows:

 

  1) The stockholders voted to re-elect three Class II directors to the Company’s Board of Directors. Results of the voting were as follows:

 

Directors

    For      Authority
Withheld		      Abstentions      Broker
Non-Votes		  

Jess A. Jankowski

      8,269,645         227,933         —           8,492,973   

Richard W. Siegel, Ph.D.

      7,692,772         804,806         —           8,492,973   

W. Ed Tyler

      8,304,685         192,893         —           8,492,973   

James A. Henderson, James A. McClung, Ph.D., Jerry K. Pearlman, George A. Vincent, III, and R. Janet Whitmore continued their terms of office as directors of the Company after the 2011 Annual Meeting of Stockholders.

 

  2) The stockholders voted to ratify the appointment by the Company’s Audit and Finance Committee of McGladrey & Pullen, LLP as the independent auditors of the Company’s financial statements for the year ended December 31, 2011. Results of the voting were as follows:

 

For

   

Against

   

Abstentions

   

Broker
Non-Votes

16,621,640    344,146    24,765    —

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 9, 2011, before the start of the 2011 Annual Meeting of Stockholders of the Company, the Board of Directors of the Company met and Mr. Donald S. Perkins, Chairman of the Board of the Company since 1999, notified the Board that for personal reasons he wished to retire from the Board of Directors effective immediately. The other Directors thanked Mr. Perkins for his wisdom and dedicated service to the Company and its Stockholders. The Directors then elected Mr. James A. Henderson, a Director since 2001, as Chairman of the Board of Directors.

SIGNATURE

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

 

  Nanophase Technologies Corporation
Date: August 9, 2011   By:  

/S/    FRANK CESARIO        

    FRANK CESARIO
    Chief Financial Officer