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): June 5, 2013
TALON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-13669 | 95-4654481 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
21900 Burbank Blvd., Suite 270 Woodland Hills, California | 91367 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(818) 444-4100
(Registrant’s Telephone Number, Including Area Code)
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):
☐ | 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 ct (17 CFR 240.14d-2(B)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 3, 2013, Talon held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 24,900,808 shares of our common stock and 407,160 shares of our Series B Preferred Stock (entitling each holder to 100 votes for each share of Series B Preferred Stock) were outstanding and entitled to vote, for a total of 65,616,808 voting shares entitled to vote. At the Annual Meeting, 49,960,770 voting shares (or approximately 76% of the total voting shares) were represented at the meeting in person or by proxy.
Immediately following the Annual Meeting, our board of directors was comprised of Mark Dyne, Lonnie D. Schnell, David Ellis, Mark J. Hughes, and Morris D. Weiss, all of whom were re-elected by the requisite vote of shareholders at the Annual Meeting.
The following summarizes vote results for those matters submitted to Talon’s stockholders for action at the Annual Meeting:
1. Election of two directors by the holders of our common stock.
Director | Total Shares Voting on Matter | For | Withheld | Abstain | Broker Non-Votes |
Mark Dyne | 9,244,770 | 8,939,541 | 282,219 | 23,010 | 0 |
Lonnie D. Schnell | 9,244,770 | 8,933,341 | 288,319 | 23,110 | 0 |
2. Election of three directors by the holders of our Series B Preferred Stock (equivalent voting shares).
Director | Total Shares Voting on Matter | For | Withheld | Abstain | Broker Non-Votes |
David Ellis | 40,716,000 | 40,716,000 | 0 | 0 | 0 |
Mark J. Hughes | 40,716,000 | 40,716,000 | 0 | 0 | 0 |
Morris D. Weiss | 40,716,000 | 40,716,000 | 0 | 0 | 0 |
3. Advisory vote on Executive Compensation (Say on Pay).
Executive Compensation | Total Shares Voting on Matter | For | Withheld | Abstain | Broker Non-Votes |
Say on pay | 49,960,770 | 49,430,955 | 485,215 | 44,600 | 0 |
4. Advisory Vote on Frequency of vote on Executive Compensation (Say on Pay).
Frequency | Total Shares Voting on Matter | 1 year | 2 years | 3 years | Abstain | Broker Non-Votes |
Vote on frequency | 49,960,770 | 46,587,535 | 217,796 | 3,048,439 | 107,000 | 0 |
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.
| TALON INTERNATIONAL, INC. | |||
| Date: June 5, 2013 | By: | /s/ Lonnie D. Schnell | |
Lonnie D. Schnell, Chief Executive Officer | |||