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): July 31, 2014
PhotoMedex, Inc.
(Exact Name of Registrant Specified in Charter)
| | Nevada | | 0-11635 | | 59-2058100 | |
| | (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer | |
| | of incorporation) | | | | Identification Number) | |
| | 100 Lakeside Drive, Suite 100 Horsham, Pennsylvania | 19044 | |
| | (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: 215-619-3600
Not Applicable
(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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On July 31, 2014, PhotoMedex, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were:
(1) the election of seven director nominees to the Company’s board of directors to serve until the next annual meeting of the Company’s stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal;
(2) the ratification of the appointment of Fahn Kanne & Co. Grant Thornton Israel (“Grant Thornton Israel”) to serve as the Company’s independent registered public accounting firm for the year to be ended December 31, 2014;
(3) the approval of an amendment to the Company’s 2005 Equity Compensation Plan, increasing the stock available for award by 3,000,000 shares;
(4) the approval of an amendment to the Company’s Amended and Restated 2000 Non-Employee Director Stock Option Plan, increasing the stock available for award by 250,000 shares;
(5) the approval of an advisory resolution on the compensation paid to the Company’s Named Executive Officers, Dr. Dolev Rafaeli and Mr. Dennis M. McGrath; and
(6) the decision as to whether future advisory votes on the compensation paid to the Company’s Named Executive Officers should occur every year, every two years or every three years.
The results of the voting for each proposal were as follows:
(1) Each of the director nominees to the Company’s board of directors was elected:
| Nominees | Votes For | Votes Withheld | |
Lewis C. Pell | 9,845,315 | 1,311,297 | |
| Dr. Yoav Ben-Dror | 8,931,334 | 2,225,278 | |
| Dr. Dolev Rafaeli | 10,179,056 | 977,556 | |
| Dennis M. McGrath | 9,863,421 | 1,293,191 | |
| James W. Sight | 10,402,745 | 753,867 | |
| Stephen P. Connelly | 10,013,936 | 1,142,676 | |
| Dr. Trevor S. Harris | 10,404,095 | 752,517 | |
There were 2,640,198 broker non-votes for this proposal.
(2) The proposal to ratify the appointment of Fahn Kanne & Co. Grant Thornton Israel (“Grant Thornton Israel”) to serve as the Company’s independent registered public accounting firm for the year to be ended December 31, 2014 was approved:
| Votes For | Votes Against | Abstain |
13,568,537 | 57,477 | 170,796 |
(3) The amendment to the Company’s 2005 Equity Compensation Plan, increasing the stock available for award by 3,000,000 shares, was approved:
| Votes For | Votes Against | Abstain |
7,753,903 | 3,399,109 | 3,600 |
There were 2,640,198 broker non-votes for this proposal.
(4) The amendment to the Company’s Amended and Restated 2000 Non-Employee Director Stock Option Plan, increasing the stock available for award by 250,000 shares, was approved:
| Votes For | Votes Against | Abstain |
8,077,733 | 3,075,331 | 3,548 |
There were 2,640,198 broker non-votes for this proposal.
(5) The advisory resolution on the compensation paid to the Company’s Named Executive Officers, Dr. Dolev Rafaeli and Mr. Dennis M. McGrath, was approved:
| Votes For | Votes Against | Abstain |
7,489,263 | 3,521,035 | 146,314 |
There were 2,640,198 broker non-votes for this proposal.
(6) The decision to hold future advisory votes on the compensation paid to the Company’s Named Executive Officers every three years was approved. The Company has determined to hold advisory votes on the compensation paid to its Named Executive Officers every three years.
| Nominees | Votes For | |
One Year | 4,104,043 | |
| Two Years | 72,346 | |
| Three Years | 6,835,160 | |
| Abstain | 145,063 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | PHOTOMEDEX, INC. |
Date: July 31, 2014 | By: /s/ Dennis M. McGrath |
| | President & Chief Financial Officer |
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