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): March 20, 2019
| BIOANALYTICAL SYSTEMS, INC. |
| (Exact name of registrant as specified in its charter) |
| Indiana | | 0-23357 | | 35-1345024 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2701 KENT AVENUE WEST LAFAYETTE, INDIANA | | 47906-1382 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (765) 463-4527
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 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-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.¨
Item 5.07. Submission of Matters to a Vote of Security Holders
On March 20, 2019, Bioanalytical Systems Inc. (the “Company”) held its annual meeting of shareholders at its corporate offices located at 2701 Kent Avenue, West Lafayette, IN 47906. A total of 7,611,085 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy. The following is a summary of the matters voted on at the meeting.
| a.) | Two Class I members of the Board of Directors were elected to serve a three-year term ending in 2022 with the following votes cast: |
| Nominee | | For | | Withheld | | Broker Non-Vote |
| | | | | | | |
| R. Matthew Neff | | 4,280,310 | | 458,171 | | 2,872,604 |
| Robert W. Leasure, Jr. | | 4,526,988 | | 211,493 | | 2,872,604 |
| b.) | The appointment of RSM US LLP as our independent registered public accountants for fiscal 2019 was ratified by the following shareholder vote: |
| Vote Type | | Voted |
| | | |
| For | | 7,539,872 |
| Against | | 54,343 |
| Abstain | | 16,870 |
| c.) | The proposal to approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed in the proxy statement, passed with the following votes cast: |
| Vote Type | | Voted |
| | | |
| For | | 2,952,416 |
| Against | | 178,807 |
| Abstain | | 1,607,258 |
| Broker Non-votes | | 2,872,604 |
| d.) | The proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the company’s named executive officers, as disclosed in the proxy statement passed as every three years with the following votes cast: |
| Vote Type | | Voted |
| | | |
| 1 Year | | 1,175,944 |
| 2 Years | | 1,613,481 |
| 3 Years | | 1,900,343 |
| Abstain | | 48,713 |
| Broker Non-Votes | | 2,872,604 |
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.
| | Bioanalytical Systems, Inc. | |
| | | | |
| | | | |
| Date: March 26, 2019 | By: | /s/ Jill C. Blumhoff | |
| | | Jill C. Blumhoff | |
| | | Chief Financial Officer and Vice President of Finance |
