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
| July 16, 2013 | 000-52641 |
| Date of Report (Date of earliest event reported) | Commission File Number |
INFRASTRUCTURE MATERIALS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 98-0492752 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification Number) |
| organization) | |
1135 Terminal Way, Suite 207B
Reno, NV 89502 USA
(Address of Principal Executive Offices) (Zip Code)
775-322-4448
(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 | Submissions of Matters to a Vote of Security Holders |
On July 16, 2013, Infrastructure Materials Corp. (the “Company”) held an annual meeting (the “Meeting”) of the Company’s shareholders. At the Meeting, the shareholders of the Company (1) elected all five (5) of the Company’s director nominees, (2) approved the Company’s Amended Stock Option Plan, (3) approved the compensation of the Company’s Named Executive Officers in an advisory, non-binding resolution, (4) approved in an advisory non-binding vote, a frequency of Three (3) Years to vote on the compensation of the Company’s Named Executive Officers, and (5) ratified the appointment of Schwartz Levitsky Feldman LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2013.
The following is a tabulation of the votes for each individual director nominee:
| Director | For | Withheld |
| Todd Montgomery | 52,708,762 | 20,000 |
| Mason Douglas | 52,708,762 | 20,000 |
| Brent Walter | 52,708,762 | 20,000 |
| Joseph Montgomery | 52,708,762 | 20,000 |
| Randal Ludwar | 52,355,012 | 373,750 |
There were 4,226,352 broker non-votes and no abstentions with respect to the election of directors.
The following is a tabulation of the votes for each of the following: the approval of the Amended Stock Option Plan, the approval of the compensation of the Company’s Named Executive Officers and the ratification of the appointment of Schwartz Levitsky Feldman LLP:
| Item Approved | For | Withheld | Abstain | Broker
Non-Votes |
| The Amended Stock Option Plan | 47,937,535 | 469,860 | 4,321,367 | 4,226,352 |
| The non-binding vote, on the Company’s executive compensation | 48,407,267 | 560 | 4,320,935 | 4,226,352 |
| Ratification of the Independent Auditors | 52,526,800 | 0 | 4,428,314 | 0 |
The following is a tabulation of the non-binding advisory vote on the frequency to vote on the compensation of the Company’s Named Executive Officers:
| Item Approved | 1 Year | 2 Years | 3 Years |
| Frequency to vote on executive compensation | 9,391,080 | 450,612 | 42,872,570 |
There were 4,240,852 broker non-votes and no abstentions with respect to the foregoing item.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired.
2
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
None.
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.
INFRASTRUCTURE MATERIALS CORP.
| July 22, 2013 | /s/ Anne Macko |
| | Name: Anne Macko |
| | Title: Secretary |
3
