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): February 7, 2012
WILHELMINA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-28536 | 74-2781950 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 200 Crescent Court, Suite 1400, Dallas, Texas | 75201 |
| (Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code: (214) 661-7488
_____________________________________________________
(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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| o | 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.
(a)-(b) On February 7, 2012, Wilhelmina International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
The following sets forth information regarding the final results of the voting at the Annual Meeting:
Proposal 1: Election of Directors. The Company's stockholders elected the seven director nominees recommended for election, each to serve until the Company’s next annual meeting of stockholders and until their successors are duly elected and qualify. The following is a breakdown of the voting results:
| Director | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| Mark Schwarz | 104,974,560 | 18,700 | 183,115 | 25,015,507 |
| Horst-Dieter Esch | 104,784,210 | 209,150 | 183,115 | 25,015,507 |
| Brad Krassner | 104,784,210 | 209,150 | 183,115 | 25,015,507 |
| Clinton Coleman | 104,984,610 | 8,650 | 183,115 | 25,015,507 |
| James Dvorak | 104,983,910 | 9,350 | 183,115 | 25,015,507 |
| Mark Pape | 104,984,610 | 8,650 | 183,115 | 25,015,507 |
| James Roddey | 104,978,110 | 15,150 | 183,115 | 25,015,507 |
Proposal 2: Authority to Effect a Reverse Split. The Company’s stockholders approved a proposal to grant authority to the Company’s Board of Directors to effect at any time prior to December 31, 2012 a reverse stock split of the Company’s common stock (the “Common Stock”) at a ratio within the range from one-for-ten to one-for-forty, with the exact ratio to be set at a whole number within this range to be determined by the Board of Directors in its discretion (the “Reverse Stock Split Ratio”). The following is a breakdown of the voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 119,096,569 | 5,119,014 | 55,473 | 0 |
Proposal 3: Reduction of Authorized Shares in connection with Reverse Split. The Company’s stockholders approved a proposal to amend the Company’s Certificate of Incorporation to reduce the number of authorized shares of the Common Stock in proportion with the Reverse Stock Split Ratio. The following is a breakdown of the voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 120,003,106 | 3,911,793 | 356,156 | 0 |
Proposal 4: Approval of 2011 Incentive Plan. The Company’s stockholders approved the Company's 2011 Incentive Plan. The following is a breakdown of the voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 99,021,185 | 756,740 | 5,398,450 | 25,015,507 |
Proposal 5: Ratification of Appointment of Burton McCumber & Cortez L.L.P. as Independent Registered Public Accountants. The Company’s stockholders ratified the appointment of Burton McCumber & Cortez L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2011. The following is a breakdown of the voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 123,323,281 | 291,967 | 655,809 | 0 |
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 hereunto duly authorized.
| Date: February 13, 2012 | WILHELMINA INTERNATIONAL, INC. |
| | |
| | |
| | By: /s/ John Murray |
| | Name: John Murray |
| | Title: Chief Financial Officer |
