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): October 29, 2015
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:
| ☐ | | 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)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On October 29, 2015, PhotoMedex, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were:
(1) the election of six 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 approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the shares of its common stock at an exchange ratio of not less than 1-for-2 and not more than 1-for-5 and the authorization of the Company’s Board of Directors, in its discretion, to implement such a reverse stock split at an exchange ratio within this range and to do so at any time prior to the 2016 annual meeting of stockholders by filing an amendment to the Company’s Certificate of Incorporation; and
(3) 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, 2015.
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 | 6,755,823 | 832,362 | |
| | | | |
| Dr. Yoav Ben-Dror | 6,438,063 | 1,150,122 | |
| Dr. Dolev Rafaeli | 6,907,269 | 680,916 | |
| Dennis M. McGrath | 7,022,003 | 566,182 | |
| | | | |
| Stephen P. Connelly | 6,728,562 | 859,623 | |
| Dr. Dan Amiram | 7,431,507 | 156,678 | |
There were 7,257,547 broker non-votes for this proposal.
(3) The amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the shares of its common stock at an exchange ratio of not less than 1-for-2 and not more than 1-for-5 and the authorization of the Company’s Board of Directors, in its discretion, to implement such a reverse stock split at an exchange ratio within this range and to do so at any time prior to the 2016 annual meeting of stockholders by filing an amendment to the Company’s Certificate of Incorporation, was approved:
| Votes For | Votes Against | Abstain |
| | | |
14,421,096 | 421,842 | 2,794 |
(3) 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, 2015 was approved:
| Votes For | Votes Against | Abstain |
| | | |
14,334,084 | 494,621 | 17,027 |
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.
| |
| | PHOTOMEDEX, INC. |
| | |
Date: October 30, 2015 | By: /s/ Dolev Rafaeli | |
| | Dolev Rafaeli Chief Executive Officer |
