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) | August 14, 2019 |
ENCISION, INC. |
| (Exact name of registrant as specified in its charter) |
| Colorado | 0-28604 | 84-1162056 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| 6797 Winchester Circle, Boulder, Colorado | 80301 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (303) 444-2600 |
| |
(Former name or former address, if changed since last report.) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | ECIA | OTC Bulletin Board |
| |
| ☐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)) |
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. |
Encision Inc. (the "Company") held its Annual Meeting of Stockholders ("Annual Meeting") on August 14, 2019. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1 - Election of 5 directors to serve until the 2020 annual meeting of stockholders; each until his successor has been elected and qualified
| | | | | | | |
| Nominee | | Votes For | | Withheld | | Broker Non-Votes |
| Robert H. Fries | | | 5,602,298 | | | | 349,983 | | | | 3,214,643 | |
| Vern D. Kornelsen | | | 5,608,298 | | | | 343,983 | | | | 3,214,643 | |
| David W. Newton | | | 5,885,523 | | | | 66,758 | | | | 3,214,643 | |
| Patrick W. Pace | | | 5,837,717 | | | | 114,564 | | | | 3,214,643 | |
| Gregory J. Trudel | | | 5,686,707 | | | | 265,574 | | | | 3,214,643 | |
All five director nominees were duly elected.
Proposal 2 - Ratification of appointment of independent registered accounting firm – Eide BaillyLLP
| | | | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 9,150,279 | 5,900 | 10,745 | 0 |
Proposal 2 was approved.
Proposal 3 – To approve the amendment of the 2014 Equity Incentive Plan
| | | | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 5,691,852 | 250,604 | 9,825 | 3,214,643 |
Proposal 3 was approved.
Proposal 4 – To vote for a non-binding advisory vote on Executive Compensation
| | | | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 5,702,057 | 239,799 | 10,425 | 3,214,643 |
Proposal 4 was approved.
Proposal 5 – Recommend frequency of non-binding vote on Executive Compensation
| | | | |
| Votes For 1 Year | Votes For 2 Years | Votes for 3 Years | Abstain |
| 804,295 | 76,357 | 4,994,432 | 77,197 |
Proposal 5 was approved for 3 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.
| | ENCISION INC. |
| | |
| Date: August 16, 2019 | By: | /s/ Mala Ray |
| | | Mala Ray
Controller Principal Accounting Officer |
