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
June 18, 2015
Date of Report (Date of earliest event reported)
LATTICE INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 005-34249 | 22-2011859 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
7150 N. Park Drive, Suite 500
Pennsauken, New Jersey | 08109 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code:(856) 910-1166
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2015, Lattice Incorporated (the “Company”) held its Annual Meeting of Stockholders to vote on the following matters:
1. Election of Directors
Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:
| | Votes |
| Nominee Name | Votes For | Votes Withheld | Broker Non-Votes |
Paul Burgess | 13,563,170 | 3,012,172 | 23,816,774 |
| John Boyd | 11,924,267 | 4,651,072 | 23,816,774 |
| Mark V. Rosenker | 13,563,135 | 3,012,207 | 23,816,774 |
| Richard Stewart | 14,394,854 | 2,180,488 | 23,816,774 |
| Robert Wurwarg | 14,373,719 | 2,201,623 | 23,816,774 |
2. Ratification of the Company’s Independent Auditors
Stockholders ratified the reappointment of Rosenberg Rich Baker Berman & Company as the Company’s independent auditors for the fiscal year ending December 31, 2015. The voting results were as follows:
| Votes |
| For | Against | Abstain | Broker Non-Votes |
| 39,618,306 | 747,314 | 26,496 | 0 |
3. Approval of the Lattice Incorporated 2015 Omnibus Equity Incentive Plan
Stockholders approved the Lattice Incorporated 2015 Omnibus Equity Incentive Plan, pursuant to which the Company may issue up to an aggregate of 25,000,000 ordinary shares to directors, officers, employees and/or consultants of the Company and its subsidiaries. The voting results were as follows:
| Votes |
| For | Against | Abstain | Broker Non-Votes |
| 10,761,666 | 5,804,776 | 8,910 | 23,816,774 |
4. Advisory vote on executive compensation
Stockholders passed the following resolution:
RESOLVED, that the compensation paid to Company’s named executive officers, as disclosed under the caption Election of Directors—Executive Compensation, pursuant to Item 402(m) through (q) of Regulation S-K, including the compensation tables and narrative discussion, be, and hereby is, approved.
The voting results were as follows:
| Votes |
| For | Against | Abstain | Broker Non-Votes |
| 13,915,469 | 2,648,603 | 11,270 | 23,816,774 |
5. Advisory vote regarding the frequency of advisory votes to approve executive compensation (“say-on-pay”)
Stockholders passed the following resolution:
RESOLVED, that an advisory vote to approve executive compensation be submitted to stockholders every three years.
The voting results were as follows:
| Votes |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 7,071,283 | 152,618 | 9,066,924 | 284,517 | 23,816,774 |
In light of the voting results with respect to the frequency of say-on-pay, the Company’s Board of Directors has determined that say-on-pay votes should be held every three years.
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.
Dated June 24, 2015
LATTICE INCORPORATED
By:/s/ Joe Noto______________________
Name: Joe Noto
Title: Chief Financial Officer
