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 2, 2015
BIOHEART, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | | 001-33718 | | 65-0945967 |
| (State of | | (Commission File Number) | | (IRS Employer |
| incorporation) | | | | Identification No.) |
| 13794 NW 4th Street, Suite 212, Sunrise, Florida | | 33325 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (954) 835-1500
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 DFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
FORWARD-LOOKING STATEMENTS
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
See Item 5.07.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual of Stockholders (the “Annual Meeting”) of the Company held on February 2, 2015, thestockholders of the Company approved each of the proposals set forth below by the final voting results(based on 610,475,357 common shares and 20,000,000 Series A Preferred Shares with voting rights) set forthbelow.
Proposal 1
To elect the following individuals as directors of the Company, each to serve a term of one year or until his orher successor is duly elected or appointed:
| | Number of Shares |
| | | | Withhold |
| | Votes For | | Authority |
| Mike Tomas | | 677,621,597 | | 5,889,604 |
| William P. Murphy, Jr., | | | | |
| M.D. | | 676,710,457 | | 6,800,744 |
| Mark P. Borman | | 678,615,272 | | 4,895,929 |
| Charles A. Hart | | 675,449,376 | | 8,061,825 |
| Sam Ahn | | 678,613,709 | | 4,897,492 |
| Kristin Comella | | 677,864,215 | | 5,646,986 |
| Sheldon T. Anderson | | 678,722,534 | | 4,788,667 |
Proposal 2
To ratify and approve the appointment ofFiondella, Milone, and LaSaracina LLP, as the Company’sindependent registered public accounting firm:
| Number of Shares |
| Votes For | | Votes Against | | Abstain |
| 676,440,780 | | 4,131,318 | | 2,939,102 |
Proposal 3
To approve the2013 Omnibus Equity Compensation Plan:
| Number of Shares |
| Votes For | | Votes Against | | Abstain |
| 665,746,618 | | 14,123,493 | | 3,641,090 |
Proposal 4
Toapprove an advisory vote on executive compensation:
| Number of Shares |
| Votes For | | Votes Against | | Abstain |
| 666,898,264 | | 11,771,086 | | 4,841,851 |
Proposal 5
To approve by an advisory vote the frequency of future executive compensation advisory votes:
| Number of Shares |
| One Year | | Two Years | | Three Years | | Abstain |
| 58,264,093 | | 569,421,329 | | 51,215,703 | | 4,610,076 |
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.
| BIOHEART, INC. |
| |
| Date: February 6, 2015 | | By: | /s/ Mike Tomas | |
| | Mike Tomas |
| | Chief Executive Officer |
