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 14, 2012 |
Torvec, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| New York | 000-24455 | 16-1509512 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
1999 Mt. Read Blvd, Bldg. 3, Rochester, New York | | 14615 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | | 585-254-1100 |
Not Applicable
______________________________________________
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 a Vote of Security Holders.
On June 14, 2012, Torvec, Inc. held its annual shareholder meeting (“Annual Meeting”) for its common and voting preferred shareholders. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.
1. The Company’s shareholders elected ten directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Thomas F. Bonadio | 32,121,467 | 149,246 | 19,849,281 |
| Wesley K. Clark | 32,038,539 | 232,174 | 19,849,281 |
| William W. Destler | 32,135,889 | 134,824 | 19,849,281 |
| Asher J. Flaum | 31,173,894 | 1,096,819 | 19,849,281 |
| Keith E. Gleasman | 31,748,278 | 522,435 | 19,849,281 |
| John W. Heinricy | 32,064,067 | 206,646 | 19,849,281 |
| Richard A. Kaplan | 32,121,617 | 149,096 | 19,849,281 |
| Charles N. Mills | 31,755,525 | 515,188 | 19,849,281 |
| E. Philip Saunders | 32,118,439 | 152,274 | 19,849,281 |
| Gary A. Siconolfi | 31,052,950 | 1,217,763 | 19,849,281 |
2. The Company’s shareholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The number of shares that voted for, against or abstained from voting for the ratification of the appointment of Freed Maxick CPAs, P.C. are summarized in the table below.
| | Votes For | Votes Against | Abstentions | |
| | 51,280,707 | 491,213 | 348,074 | |
3. The Company’s shareholders approved the amendment of certain stock option agreements for six directors and one special advisor to the board, extending the expiration date of the options to ten years from the date of the original grant. The number of shares that voted for, against or abstained from voting for the amendment of the certain stock option agreements, and the number of broker non-votes, are summarized in the table below.
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 31,133,975 | 941,538 | 195,200 | 19,849,281 |
4. The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2012 calendar year. The number of shares that voted for, against or abstained from voting for the advisory vote on the Company’s executive officer compensation programs for the 2012 calendar year, and the number of broker non-votes, are summarized in the table below.
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 31,370,276 | 286,123 | 614,314 | 19,849,281 |
Previously in advance of the Annual Meeting, the board of directors met and took the actions described below.
Committee Assignments – The board of directors determined to maintain the composition of each committee of the board of directors as it was for the prior year, as follows, with the Chair for the current year as indicated:
Audit Committee:
Thomas F. Bonadio – Chair
E. Philip Saunders
Asher J. Flaum
Nominating Committee:
Gary A. Siconolfi – Chair
Wesley K. Clark
Asher J. Flaum
Governance and Compensation Committee:
William W. Destler - Chair
Charles N. Mills
John W. Heinricy
Officer Positions – The board of directors has elected the following corporate officers to hold the offices noted for the forthcoming year:
Board Chair: Gary A. Siconolfi
Chief Executive Officer: Richard A. Kaplan
President: Keith E. Gleasman
Secretary: Robert W. Fishback
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.
| | | Torvec, Inc. |
| | | | | |
| June 20, 2012 | | By: | | /s/ Robert W. Fishback |
| | | | | Robert W. Fishback |
| | | | | Chief Financial Officer and Principal Accounting Officer |
