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): December 17, 2019
Milestone Scientific Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware
(State or other jurisdiction
of incorporation) | | 001-14053
(Commission
File Number) | | 13-3545623
(IRS Employer
Identification No.) |
| | |
220 South Orange Avenue, Livingston Corporate Park
Livingston, New Jersey
(Address of principal executive offices) | | 070340
(Zip Code) |
Registrant’s telephone number, including area code (973) 535-2717
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.001 per share | MLSS | NYSE American |
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 Instructions 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 ☐
Item 5.07 — Submission of Matters to a Vote of Security Holders
The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Milestone Scientific Inc. (the “Company”) was held on December 17, 2019. At the Annual Meeting, the Company’s stockholders:
| | o | Elected six directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified; |
| | o | Approved an amendment to the Company's restated certificate of incorporation to increase the authorized number shares of Common Stock from 50,000,000 to 75,000000. |
| | o | Approved,on an advisory basis, a non-binding resolution relating to compensation paid to Company's Executive Officers: |
| | o | Recommend, on an advisory basis, a frequency of holding a non-binding resolution on executive compensation every three years; and |
| | o | Ratified the appointment of Friedman LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019. |
The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.
PROPOSAL #001 ELECTION OF DIRECTORS INCLUDING DIRECTOR EXCEPTIONS | | | |
| | SHARES FOR | SHARES WITHHELD | BROKER NON VOTES |
LESLIE BERNHARD | 25,161,277 | 75,311 | 12,641,655 |
LEONARD OSSER | 25,161,152 | 75,436 | 12,641,655 |
LEONARD SCHILLER | 25,161,352 | 75,236 | 12,641,655 |
MICHAEL MCGEEHAN | 25,161,127 | 75,461 | 12,641,655 |
GIAN DOMENICO TROMBETTA | 25,159,289 | 77,299 | 12,641,655 |
NEAL GOLDMAN | 25,159,381 | 77,207 | 12,641,655 |
| | SHARES FOR | SHARES AGAINST | SHARES ABSTAINING | BROKER NON VOTES |
PROPOSAL #002 TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | 24,745,423 | 481,053 | 10,112 | 12,641,655 |
| | | | | |
| | SHARES FOR | SHARES AGAINST | SHARES ABSTAINING | BROKER NON VOTES |
PROPOSAL #003 APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION | 24,931,545 | 286,077 | 18,966 | 12,641,688 |
| | | | | |
| | 1 YEAR | 2 YEAR | 3 YEARS | ABSTAIN |
PROPOSAL #004 FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION | 7,605,965 | 102,876 | 17,517,738 | 10,009 |
| | | | | |
| | SHARES FOR | SHARES AGAINST | SHARES ABSTAINING | BROKER NON VOTES |
PROPOSAL #005 RATIFY FRIEDMAN LLP AS INDEPENDENT AUDITORS | 37,347,374 | 420,521 | 110,348 | - |
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.
| | | | |
| Milestone Scientific Inc.
| |
Dated: December 19, 2019 | By: | /s/ Joseph D’Agostino | |
| | Joseph D’Agostino | |
| | Chief Financial Officer | |
