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): November 9, 2018
| | TWINLAB CONSOLIDATED HOLDINGS, INC. |
| | (Exact name of registrant as specified in its charter) |
| Nevada | 001-55181 | 46-3951742 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer of incorporation) |
| Identification No.) | | |
| 4800 T-Rex Avenue, Suite 305, Boca Raton, Florida | 33431 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | (561) 443-5301 |
| N/A |
| (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)) |
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. ☐
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 9, 2018, Twinlab Consolidated Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). A total of 120,240,268 shares of common stock (the “Common Stock”) were present or represented by proxy at the meeting, representing approximately 47.25% of the Company’s total outstanding Common Stock as of September 10, 2018, the record date for the Annual Meeting. A quorum, consisting of not less than 33% of the shares issued and outstanding and entitled to vote, was present at the Annual Meeting. The holders of Common Stock voted together as a single class on each matter before the Annual Meeting. Below are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on September 28, 2018.
Item 1—Election of Directors to serve until the 2019 Annual Meeting of Stockholders, or until their successors shall have been duly elected and qualified
NOMINEE | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| | | | | |
Mark J. Bugge | 119,410,572 | 5,027 | 142,858 | 681,811 |
| | | | | |
Seth D. Ellis | 116,871,513 | 2,686,944 | 0 | 681,811 |
| | | | | |
B. Thomas Golisano | 119,410,572 | 147,885 | 0 | 681,811 |
| | | | | |
David A. Still | 119,410,572 | 147,885 | 0 | 681,811 |
| | | | | |
David L. Van Andel | 119,558,297 | 160 | 0 | 681,811 |
| | | | | |
Anthony Zolezzi | 118,784,063 | 147,885 | 626,509 | 681,811 |
Item 2—Ratification of the appointment of Tanner LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2018.
Votes FOR | | | Votes AGAINST | | | Votes ABSTAINED | | | Broker Non-Votes | |
| | | | | | | | | | | |
| 120,240,108 | | | 160 | | | 0 | | | 0 | |
Based on the foregoing votes, Mark J. Bugge, Seth D. Ellis, B. Thomas Golisano, David A. Still, David L. Van Andel and Anthony Zolezzi were elected as Directors and Item 2 was approved.
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.
| TWINLAB CONSOLIDATED HOLDINGS, INC. |
| | | |
| | | |
Date November 16, 2018 | By: | /s/ Anthony Zolezzi | |
| | Anthony Zolezzi | |
| | Chief Executive Officer | |
