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) September 12, 2013
OCULUS INNOVATIVE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33216 | | 68-0423298 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 1129 N. McDowell Blvd, Petaluma, CA | | 94954 |
| (Address of principal executive offices) | | (Zip Code) |
(707) 283-0550
(Registrant’s telephone number, including area code)
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 (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 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. |
The 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”) of the Company was held on September 12, 2013. Proxies were solicited pursuant to the Company’s proxy statement filed on July 29, 2013 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of the Company’s common stock entitled to vote at the 2013 Annual Meeting was 6,625,555. The number of shares of common stock present or represented by valid proxy at the 2013 Annual Meeting was 4,394,827. Each share of common stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the 2013 Annual Meeting.
At the 2013 Annual Meeting, the Company’s stockholders were asked (i) to elect two Class II directors, nominated by the Company’s Board of Directors, each to serve until the 2016 Annual Meeting or until their successors are duly elected and qualified; (ii) to consider and vote on whether to approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers for the fiscal year ended March 31, 2013; (iii) to consider and vote, on a non-binding, advisory basis, on how frequently the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Company’s named executive officers; and (iv) to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014. The voting results reported below are final.
Proposal 1–Election of Class II Directors
Jay Birnbaum and Jim Schutz were duly elected as the Company’s Class II directors. The results of the election were as follows:
| NOMINEE | FOR | WITHHELD |
| Jay Birnbaum | 1,059,810 | 123,407 |
| Jim Schutz | 1,048,103 | 135,114 |
Proposal 2 – Advisory Vote on Executive Compensation
| FOR | AGAINST | ABSTAIN |
| 927,758 | 217,623 | 37,836 |
Proposal 3 – Advisory Vote on Frequency of Executive Compensation Advisory Votes
| THREE YEARS | TWO YEARS | ONE YEAR | ABSTAIN |
| 502,389 | 54,395 | 609,014 | 17,419 |
In light of the results of this vote and after considering other relevant factors, the Company’s Board of Directors has determined that the Company will conduct future stockholder advisory votes regarding named executive officer compensation on an annual basis until it submits another vote to stockholders on the frequency of holding such an advisory vote and stockholders recommend a different frequency.
Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014 was ratified. The results of the ratification were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 4,052,281 | 198,018 | 144,528 | 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.
Oculus Innovative Sciences, Inc.
(Registrant)
Date:September 17, 2013
/s/ Robert Miller
Name: Robert Miller
Title: Chief Financial Officer
