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 20, 2017
CHROMADEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-37752 | 26-2940963 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10005 Muirlands Boulevard, Suite G, Irvine, California, 92618
(Address of principal executive offices, including zip code)
(949) 419-0288
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Board of Directors of ChromaDex Corporation (the “Company”) previously approved the ChromaDex Corporation 2017 Equity Incentive Plan (the “2017 Plan”), subject to approval by the stockholders of the Company. The 2017 Plan is intended to be the successor to the ChromaDex Corporation Second Amended and Restated 2007 Equity Incentive Plan. On June 20, 2017, the stockholders of the Company approved the 2017 Plan.
A detailed summary of the material terms and conditions of the 2017 Plan is set forth under the heading “Proposal 2: Approval of the ChromaDex Corporation 2017 Equity Incentive Plan” in the Company’s definitive proxy statement for the Company’s 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 1, 2017 (the “Proxy Statement”), which is incorporated herein by reference. The foregoing description of the 2017 Plan and the summary of the 2017 Plan included in the Proxy Statement are not complete and are qualified in their entirety by reference to the full text of the 2017 Plan, which is filed herewith as Exhibit 99.1.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Set forth below are the results of the matters submitted for a vote of stockholders at the Company’s 2017 Annual Meeting of Stockholders held on June 20, 2017.
Proposal 1 — Election of directors.
The following directors were elected to serve until the Company’s 2018 Annual Meeting of Stockholders and until his or her successor is elected, or, if sooner, until such director’s death, resignation or removal.
| Director Elected | | | |
| Stephen Allen | 20,526,391 | 102,607 | 12,678,171 |
| Frank L. Jaksch Jr. | 20,521,691 | 107,307 | 12,678,171 |
| Stephen Block | 20,526,390 | 102,608 | 12,678,171 |
| Jeff Baxter | 20,521,691 | 107,307 | 12,678,171 |
| Robert Fried | 20,526,390 | 102,608 | 12,678,171 |
| Kurt Gustafson | 20,521,690 | 107,308 | 12,678,171 |
| Steven Rubin | 20,526,391 | 102,607 | 12,678,171 |
Proposal 2 — Approval of ChromaDex Corporation 2017 Equity Incentive Plan.
| | | |
19,302,476 | 1,036,211 | 290,310 | 12,678,172 |
Proposal 3 — Ratification of the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2017. |
| | | |
32,666,330 | 360,162 | 280,677 | 0 |
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | | Description |
| | |
| 99.1 | | ChromaDex Corporation 2017 Equity Incentive Plan. |
| | | |
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.
| | | | | | | |
| | | | | CHROMADEX CORPORATION |
| | | |
| Dated: June 23, 2017 | | | | |
| | | | |
| | | | | By: | | /s/ Frank L. Jaksch, Jr. |
| | | | | | | Name: Frank L. Jaksch, Jr. |
| | | | | | | Chief Executive Officer |
INDEX TO EXHIBITS
ExhibitNumber | | Description |
| | |
| 99.1 | | ChromaDex Corporation 2017 Equity Incentive Plan. |
| | | |
