UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 27, 2016
Date of report (date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 000-53166 | 77-0664193 | ||
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(State or other jurisdictions of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Nos.)
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4721 Ironton Street, Building A
Denver, Colorado 80239
(Address of principal executive offices) (Zip Code)
(303) 396-6100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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. |
The 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of MusclePharm Corporation (the “Company”) was held on June 27, 2016. A total of 9,941,968 shares of the Company’s common stock were present at the meeting in person or by proxy, which represented 71% of the shares entitled to vote, and which constituted a quorum for the transaction of business. The matters presented for a vote and the related results are as follows:
1. Election of Directors
Proposal one was the election of four nominees to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors have been elected and qualified, or until their earlier resignation, removal or death. The results of the vote were as follows:
| Nominee | Votes For | Votes Withheld | ||
| Ryan Drexler | 4,063,856 | 942,559 | ||
| Stacey Jenkins | 4,066,935 | 939,480 | ||
| Michael Doron | 4,057,267 | 949,148 | ||
| William Bush | 4,051,131 | 955,284 |
Pursuant to the foregoing votes, the four nominees listed above were elected to serve on the Company’s Board of Directors for a one year term expiring at the 2017 annual meeting of stockholders. There were no additional director nominations brought before the Annual Meeting.
2. Ratification of the Independent Registered Public Accountants
Proposal two was the ratification of the appointment of EKS&H LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the vote were as follows:
| For | Against | Abstain | ||
| 9,459,581 | 425,450 | 56,937 |
Pursuant to the foregoing vote, the ratification of EKS&H LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2016 was approved.
3. Advisory, Non-Binding Vote on the Compensation of Named Executive Officers
Proposal three was the approval, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 13, 2016. The results of the vote were as follows:
| For | Against | Abstain | ||
| 4,353,622 | 649,338 | 3,455 |
Pursuant to the foregoing vote, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, was approved.
4. Advisory, Non-Binding Vote on the Frequency of Advisory Votes on the Compensation of the Company’s Named Executive Officers
Proposal four was the approval, on a non-binding, advisory basis, of the frequency of advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| One Year | Two Years | Three Years | Abstain | |||
| 4,490,253 | 130,098 | 10,312 | 375,752 |
Pursuant to the foregoing vote, on a non-binding, advisory basis, frequency of every year for future non-binding advisory votes on compensation of the Company’s named executive officers was approved.
SIGNATURE
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.
| MUSCLEPHARM CORPORATION | |||
| By: | /s/ John Price | ||
| Name: John Price | |||
| Title: Chief Financial Officer | |||
Date: June 29, 2016