UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2022
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices, including zip code)
(801 ) 432-9000
(Registrant's telephone number)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
Explanatory Note | ||
This amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2022, is being filed solely to correct the number of members of the board of directors of the Company seeking election and the fiscal year of their term, and the fiscal year for the ratification of selection of the independent registered public accounting firm. No other content of the original report has been changed.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
LifeVantage Corporation (the “Company”) held its fiscal 2023 annual meeting of stockholders on November 10, 2022 (the “Annual Meeting”). Of the 12,560,035 shares of the Company’s common stock outstanding as of the record date, 8,369,050 shares, or 66.63% were represented at the Annual Meeting either in person or by proxy. The following proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting:
1. To elect the following seven director nominees to the Company’s board of directors to hold office until the Company’s fiscal 2024 annual meeting of stockholders or until their respective successors are elected and qualified:
| Mr. Michael A. Beindorff | Mr. Raymond B. Greer | |||||||
| Ms. Erin Brockovich | Mr. Darwin K. Lewis | |||||||
| Mr. Steven R. Fife | Mr. Garry Mauro | |||||||
| Ms. Cynthia Latham | ||||||||
2. To approve, on an advisory basis, a resolution approving the compensation of the Company’s named executive officers;
3. To ratify the selection of WSRP, LLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2023; and
4. To approve an amendment to the 2017 Long-Term Incentive Plan.
The proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2022.
The final voting results of each proposal were as follows:
Proposal 1 – Election of Directors: The Company’s stockholders elected each of the seven director nominees listed above to the Company’s board of directors to serve until the Company’s fiscal 2024 annual meeting of stockholders or until their respective successors are elected and qualified. Votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Mr. Michael A. Beindorff | 3,663,777 | 390,841 | 12,961 | 4,301,471 | ||||||||||||||||||||||
| Ms. Erin Brockovich | 3,467,258 | 583,089 | 17,232 | 4,301,471 | ||||||||||||||||||||||
| Mr. Steven R. Fife | 3,666,300 | 392,432 | 8,847 | 4,301,471 | ||||||||||||||||||||||
| Mr. Raymond B. Greer | 3,569,953 | 479,076 | 18,550 | 4,301,471 | ||||||||||||||||||||||
| Ms. Cynthia Latham | 3,727,975 | 327,370 | 12,234 | 4,301,471 | ||||||||||||||||||||||
| Mr. Darwin K. Lewis | 3,796,342 | 246,155 | 25,082 | 4,301,471 | ||||||||||||||||||||||
| Mr. Garry Mauro | 3,476,604 | 582,198 | 8,777 | 4,301,471 | ||||||||||||||||||||||
Proposal 2 – Approval of Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers. Votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 3,388,050 | 659,309 | 20,220 | 4,301,471 | |||||||||||||||||
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm: The Company’s stockholders ratified the selection of WSRP, LLC as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023. Votes cast were as follows:
| For | Against | Abstain | ||||||||||||
| 7,940,835 | 103,034 | 325,181 | ||||||||||||
Proposal 4 – Approval of an Amendment to the 2017 Long Term Incentive Plan:: The Company’s stockholders approved the amendment to the 2017 Long-Term Incentive Plan. Votes cast were as follows:
| For | Against | Abstain | Broker Non Votes | |||||||||||||||||
| 3,471,779 | 575,564 | 20,236 | 4,301,471 | |||||||||||||||||
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 thereunto duly authorized.
| Date: November 18, 2022 | LIFEVANTAGE CORPORATION By: /s/ Steven R. Fife Name: Steven R. Fife Title: President and Chief Executive Officer | ||||