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 25, 2011
WILSHIRE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-4673 | 84-0513668 |
| (State or incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
100 Eagle Rock Avenue, East Hanover, NJ 07936
(Address of principal executive offices)
(201) 420-2796
(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:
| ¨ | 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 February 25, 2011, Wilshire Enterprises, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”) as described in the proxy statement relating to the Meeting mailed to stockholders on or about February 4, 2011. At the Meeting the Company’s stockholders approved each of the following two amendments to the Company’s certificate of incorporation, which together are intended to enable the Company to cease its periodic reporting obligations under the Securities Exchange Act of 1934, as amended, and thereby forgo many of the expenses associated with operating as a public company subject to Securities and Exchange Commission reporting obligations.
| A. | To effect a 1-for-500 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), by amending the Company’s Certificate of Incorporation. |
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 2,836,780 | 72,610 | 5,342 | 773,328 |
| B. | To effect a 500-for-1 forward stock split the (“Forward Stock Split”) of the Common Stock to occur immediately following the Reverse Stock Split of the Common Stock, also by amending the Company’s Certificate of Incorporation. |
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| | 2,836,628 | 64,000 | 14,104 | 773,328 |
Within the next few days, the Company expects to file with the Delaware Secretary of State the necessary Certificates of Amendment of its Certificate of Incorporation to effect both the Reverse Stock Split and the Forward Stock Split.
The anticipated effective date of both the Reverse Stock Split and the Forward Stock Split is March 2, 2011.
At the Meeting the Company’s stockholders also re-elected W. Martin Willschick as the Company’s Class III director as follows:
| | Votes For | Votes Withheld | Broker Non-Votes |
| | 2,831,677 | 83,055 | 773,328 |
The stockholders also ratified the appointment of J.H. Cohn LLP as the Company’s independent auditors for the fiscal year ending December 31, 2010 as follows:
| | Votes For | Votes Against | Abstentions |
| | 3,556,470 | 61,453 | 70,137 |
The Company has retained InvestorCom, Inc. to act as information agent for the Reverse Stock Split and Forward Stock Split. InvestorCom can be reached at the following address and telephone number:
InvestorCom, Inc.
65 Locust Avenue, Suite 302
New Canaan, CT 06840
Attention: John Grau
(877) 972-0090
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.
| | WILSHIRE ENTERPRISES, INC. | |
| | | | |
| Dated: February 28, 2011 | By: | /s/ S. Wilzig Izak | |
| | | S. Wilzig Izak | |
| | | Chairman of the Board and | |
| | | Chief Executive Officer | |
