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 13, 2013
Commission File Number: 000-50502
PREMIER ALLIANCE GROUP, INC
(Exact Name of registrant as Specified in Its Charter)
| Delaware | 20-0443575 |
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4521 Sharon Road
Suite 300
Charlotte, North Carolina 28211
(Address of principal executive offices)
(704) 521-8077
(Registrant’s telephone number)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Section 5 – Coporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 13, 2013, Premier Alliance Group, Inc. (the “Company”) held its annual meeting of shareholders. As of April 16, 2013, the Company’s record date for the Annual Meeting, we had 23,082,237 outstanding shares of common stock and 3,554,828 outstanding shares of preferred stock (convertible into an aggregate of 27,304,248 shares of common stock), eligible to vote. At the Annual Meeting, 26,199,647 shares of common stock or preferred stock, or approximately 52% of the shares outstanding and entitled to vote, were represented in person or by proxy and, therefore, a quorum was present.
Set forth below are the final voting results for each proposal submitted to a vote of the shareholders, indicating the number of votes cast for, against, withheld, and the number of abstentions and broker non-votes.
| | 1. | All nominees for directors were elected to hold office until the 2014 annual meeting of shareholders or until their respective successors have been duly elected and qualified. |
| |
| Nominee | For | Withheld | Broker Non-Votes |
| Isaac Blech | 22,586,304 | 1,092 | 3,612,251 |
| Kevin Carnahan | 22,586,305 | 1,091 | 3,612,251 |
| John Catsimatidis | 22,586,165 | 1,231 | 3,612,251 |
| Wesley Clark | 22,452,540 | 134,856 | 3,612,251 |
| Joseph Grano, Jr | 22,586,165 | 1,231 | 3,612,251 |
| Patrick Kolenik | 22,586,305 | 1,091 | 3,612,251 |
| Gregory Morris | 22,586,305 | 1,091 | 3,612,251 |
| Harvey Pitt | 22,520,457 | 66,939 | 3,612,251 |
| Seymour Siegel | 22,581,105 | 6,291 | 3,612,251 |
| Cary Sucoff | 22,568,151 | 19,245 | 3,612,251 |
| Mark Elliott | 22,507,642 | 79,754 | 3,612,251 |
| | 2. | Ratification of the selection of Cherry Bekaert LLP as our independent auditors for the fiscal year ending December 31, 2013. |
| For | Against | Abstain | Broker Non Votes |
| 26,146,549 | 14,145 | 38,953 | |
| | 3. | Approval of advisory resolution supporting the compensation plan for executive officers. |
| For | Against | Abstain | Broker Non Votes | |
| 20,770,663 | 78,586 | 1,738,146 | 3,612,252 | |
| | 4. | Advisory vote on the frequency of an advisory vote on executive compensation. |
| | | | | | | | |
| One Year | Two Years | Three Years | Abstain | Broker Non Votes |
| 21,747,557 | 416,322 | 261,763 | 161,753 | 3,612,252 |
The Board of Directors has considered the non binding stockholder vote regarding the frequency of advisory votes on executive compensation and determined that the Company will hold an advisory vote on its executive compensation every 1 year until the next vote by the Board on frequency, which will be no later than the Company’s Annual Meeting of Stockholders in 2014.
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 thereto duly authorized.
| | | PREMIER ALLIANCE GROUP, INC. | |
| | | (Registrant) | |
| DATE: June 14, 2013 | By: | /s/ Mark S. Elliott | |
| | | Mark S. Elliott | |
| | | CEO | |
| | | | |
