Form 8-K

 

 

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): January 10, 2012

 

 

Lifevantage Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Colorado   000-30489   90-0224471

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

9815 S. Monroe Street, Suite 100, Sandy, UT   84070
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 312-8000

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At our annual meeting of shareholders held on January 10, 2012, our shareholders approved an amendment to our 2010 Long-Term Incentive Plan to increase the number of shares of our common stock that are available for issuance under the plan by 3,400,000, from 3,500,000 to 6,900,000. Our board of directors approved the amendment on September 15, 2011, subject to shareholder approval. The amendment became effective as of January 10, 2012 upon receipt of the requisite shareholder approval. A detailed summary of our 2010 Long-Term Incentive Plan, as amended, is set forth in “PROPOSAL 3—AMENDMENT TO OUR 2010 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN” in our definitive proxy statement for our annual meeting of shareholders, which was filed with the Securities and Exchange Commission on November 14, 2011. The detailed summary of our 2010 Long-Term Incentive Plan set forth in the proxy statement is qualified in its entirety by the complete text of the 2010 Long-Term Incentive Plan, as amended, attached as an exhibit to this report, and which text is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The following proposals were submitted to our shareholders at our annual meeting of shareholders held on January 10, 2012:

1.    Electors of Directors. To elect the following nine persons to our board of directors until our next annual meeting of shareholders and until their successor is elected and qualified:

 

Mr. Michael A. Beindorff

   Mr. Dave S. Manovich    Mr. George E. Metzger

Mr. David W. Brown

   Mr. Garry Mauro    Mr. Douglas C. Robinson

Mr. C. Mike Lu

   Dr. Joe M. McCord    Mr. Elwood H. Spedden

2.    Ratify the Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC as our independent registered public accounting firm for our fiscal year ending June 30, 2012.

3.    Proposal to Amend the 2010 Long-Term Incentive Plan. To approve an amendment to our 2010 Long-Term Incentive Plan to increase the number of shares of our common stock that are available for issuance under the plan by 3,400,000, from 3,500,000 to 6,900,000.

The proposals are more fully described in our proxy statement delivered to our shareholders entitled to notice of and to vote at our annual meeting of shareholders.

 

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The final voting results of each proposal follows:

Proposal 1– Election of Directors: Our shareholders elected each of the nominees listed above to our board of directors until our next annual meeting of shareholders and until their successor is elected and qualified. Votes cast were as follows:

 

Director

   Votes For      Withheld      Broker
Non-Votes
 

Mr. Michael A. Beindorff

     33,368,368         181,372         39,819,776   

Mr. David W. Brown

     22,558,957         10,990,783         39,819,776   

Mr. C. Mike Lu

     32,430,439         1,119,301         39,819,776   

Mr. Dave S. Manovich

     33,200,350         349,390         39,819,776   

Mr. Garry Mauro

     22,894,010         10,655,730         39,819,776   

Dr. Joe M. McCord

     32,961,642         588,098         39,819,776   

Mr. George E. Metzger

     33,153,468         396,272         39,819,776   

Mr. Douglas C. Robinson

     33,412,768         136,972         39,819,776   

Mr. Elwood H. Spedden

     32,962,622         587,118         39,819,776   

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm: Our shareholders ratified the appointment of Ehrhardt Keefe Steiner & Hottman PC as our independent registered public accounting firm for the fiscal year ending June 30, 2012. Votes cast were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

72,064,758

   170,941    1,133,817    0

Proposal 3 – Amendment of 2010 Long Term Incentive Plan: Our shareholders approved the amendment to our 2010 Long Term Incentive Plan to increase the number of shares available for issuance under the plan by 3,400,000, from 3,500,000 to 6,900,000. Votes cast were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

30,002,940

   3,527,900    18,900    39,819,776

Following the election of Mr. Spedden to our board of directors, our board of directors appointed Mr. Spedden as chairman of our board of directors.

We issued a press release regarding the election of our new directors and the approval of the modification of the terms of certain of our outstanding warrants pursuant to our offer to modify such warrants that we commenced in November 2011. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

 

Item 8.01 Other Events.

The information provided under Item 5.07 of this report is incorporated into this Item 8.01 by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit #

  

Description

10.1*    2010 Long-Term Incentive Plan, as amended on January 10, 2012
99.1    Press release issued on January 17, 2012

 

* Management contract or compensatory plan

 

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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.

 

Dated: January 17, 2012     Lifevantage Corporation
    By:   /s/ Carrie E. McQueen
      Carrie E. McQueen
      Chief Financial Officer, Secretary & Treasurer

 

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