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): November 14, 2012

 

 

LIFEVANTAGE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Colorado   001-35647   90-0224471

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

9815 S. Monroe Street, Suite 100, Sandy, UT   84070
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (801) 432-9000

 

 

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 a Vote of Security Holders.

LifeVantage Corporation (the “Company”) held its fiscal 2013 annual meeting of shareholders on November 14, 2012 (the “Annual Meeting”). The following proposals were submitted to a vote of the Company’s shareholders at the Annual Meeting:

1. To elect the following seven director nominees to the Company’s board of directors until the Company’s next annual meeting of shareholders and until their successor is elected and qualified:

 

Mr. Michael A. Beindorff   Mr. Dave S. Manovich   Mr. Garry Mauro
Mr. George Metzger   Mr. Douglas C. Robinson   Mr. Richard Okumoto
Mr. Elwood H. Spedden    

2. To advise as to the compensation of the Company’s named executive officers;

3. To advise as to the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers; and

4. To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2013.

The proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on October 9, 2012 and delivered to the Company’s shareholders entitled to notice of and to vote at the Annual Meeting.

The final voting results of each proposal were as follows:

Proposal 1 – Election of Directors: The Company’s shareholders elected each of the seven nominees listed above to the Company’s board of directors to serve until the Company’s next annual meeting of shareholders and until their successor is elected and qualified. Votes cast were as follows:

 

     For      Withhold      Broker Non-Votes  

Mr. Michael A. Beindorff

     35,816,584         6,634,123         39,872,287   

Mr. Dave S. Manovich

     39,241,912         3,208,795         39,872,287   

Mr. Garry Mauro

     35,403,886         7,046,821         39,872,287   

Mr. George Metzger

     36,768,651         5,682,056         39,872,287   

Mr. Douglas C. Robinson

     35,423,434         7,027,273         39,872,287   

Mr. Richard Okumoto

     36,094,644         6,356,063         39,872,287   

Mr. Elwood H. Spedden

     36,726,568         5,724,139         39,872,287   

Proposal 2 – Advise as to the Company’s Executive Compensation: The Company’s shareholders voted to approve the non-binding advisory resolution approving the Company’s compensation of its named executive officers. Votes cast were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

31,253,752

  10,287,981   908,974   39,872,287

Proposal 3 – Advise as to the Frequency of Future Shareholder Advisory Votes on the Company’s Executive Compensation: The frequency of future shareholder advisory votes on the Company’s executive compensation that received the greatest number of votes at the Annual Meeting was three years. Votes cast were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

12,183,068

  5,073,545   24,697,724   496,370   39,872,287


Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm: The Company’s shareholders ratified the appointment of Ehrhardt Keefe Steiner & Hottman PC as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. Votes cast were as follows:

 

For

 

Against

 

Abstain

79,653,699

  510,307   2,158,988

After considering the voting results set forth above, the Company’s board of directors determined at its November 14, 2012 meeting that the Company will hold a shareholder advisory vote on the compensation of its named executive officers once every three years. The Company will again seek its shareholders’ recommendation as to the frequency of such votes at its fiscal 2019 annual shareholder meeting.


SIGNATURES

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.

 

Dated: November 19, 2012     LifeVantage Corporation
    By:  

/s/ Rob Cutler

      Rob Cutler
      General Counsel