FitLife Brands, Inc. (OTCMKTS:FTLF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At the 2017 Annual Meeting of Stockholders of FitLife Brands,
Inc. (the Company) held on June 22, 2017 (the Annual
Meeting),stockholders approved the appointment of Dayton
Judd to the Board of Directors, to serve until the next annual
meeting of stockholders or until his successor is elected and
qualified.
Mr. Judd is the Founder and Managing Partner of Sudbury Capital
Management. Prior to founding Sudbury, Mr. Judd worked from 2007
through 2011 as a Portfolio Manager at Q Investments, a
multi-billion dollar hedge fund in Fort Worth, Texas. Prior to Q
Investments, he worked with McKinsey Company from 1996 through
1998, and again from 2000 through 2007. Mr. Judd serves on the
board of directors of RLJ Entertainment (NASDAQ: RLJE). He
graduated from Brigham Young University in 1995 with a bachelors
degree, summa cum laude, and a masters degree, both in
accounting. He also earned an MBA with high distinction from
Harvard Business School in 2000, where he was a Baker Scholar.
Mr. Judd is a Certified Public Accountant. The Companys
Nominating and Corporate Governance Committee believes that Mr.
Judds significant experience in investing in microcap companies,
together with his substantial ownership position in the Companys
common stock, will assist the Board of Directors in the
management of the executive officers of the Company, and setting
goals and objectives to build shareholder value.
There are no relationships or related party transactions between
the Company or any of its executive officers or directors and Mr.
Judd that would require disclosure under Item 401(d) or 404(a) of
Regulation S-K, or arrangements or understandings in connection
with Mr. Judds appointment.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The matters voted upon at the Annual Meeting and the results of
the voting are set forth below.
Proposal No. 1- Election of Directors
For |
Against |
||||||||||||
Votes |
% Voted |
Votes |
% Voted |
||||||||||
John S. Wilson |
3,774,827 |
|
% |
65,499 |
|
% |
|||||||
Michael Abrams |
3,774,827 |
|
% |
65,499 |
|
% |
|||||||
Lewis Jaffe |
3,536,679 |
|
% |
303,647 |
|
% |
|||||||
Grant Dawson |
3,774,827 |
|
% |
65,499 |
|
% |
|||||||
Seth Yakatan |
3,498,984 |
|
% |
341,342 |
|
% |
|||||||
Todd Ordal |
3,774,827 |
|
% |
65,499 |
|
% |
|||||||
Dayton Judd |
3,762,827 |
|
% |
77,499 |
|
% |
The Companys Directors are elected by a plurality of the votes
cast. Accordingly, each of the nominees named above were elected
to serve on the Board of Directors until the 2018 Annual Meeting
of Stockholders, or until their successors are elected and
qualified.
Proposal No. 2- Advisory Vote to Approve Executive
Compensation (Say-On-Pay Proposal)
For |
Against |
Abstain |
|||
Votes |
3,671,614 |
154,174 |
14,538 |
||
% Voted |
96% |
4% |
0% |
The vote required to approve this proposal was the affirmative
vote of a majority of the votes cast on the proposal.
Accordingly, the Companys stockholders voted, on an advisory
basis, in favor of the compensation paid to the Companys named
executive officers, as disclosed in the Companys definitive proxy
statement, filed with the Securities and Exchange Commission on
May 1, 2017.
Proposal No. 3- Ratification of Appointment of Auditors
For |
Against |
Abstain |
|||
Votes |
7,552,238 |
151,403 |
32,185 |
||
% Voted |
98% |
2% |
0% |
The vote required to approve this proposal was the affirmative
vote of a majority of the votes cast on the proposal.
Accordingly, stockholders ratified the appointment of Weinberg
Company P.A. as the Companys independent auditors for the fiscal
year ending December 31, 2017.
For more information about the foregoing proposals, please review
the Companys definitive proxy statement, filed with the
Securities and Exchange Commission on May 1, 2017.
About FitLife Brands, Inc. (OTCMKTS:FTLF)
FitLife Brands, Inc. is a provider of nutritional supplements for health conscious consumers marketed under the brand names, such as NDS Nutrition Products (NDS) (www.ndsnutrition.com), PMD (www.pmdsports.com), SirenLabs (www.sirenlabs.com), CoreActive (www.coreactivenutrition.com) and Metis Nutrition (www.metisnutrition.com) (together, NDS Products). The Company’s product portfolio also includes brands, including iSatori (www.isatori.com), CT Fletcher, BioGenetic Laboratories, and Energize (together, iSatori Products). The NDS Products are distributed principally through franchised General Nutrition Centers, Inc. (GNC) stores located both domestically and internationally, and, with the addition of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through approximately 25,000 retail locations, which include specialty, mass and online. Its iSatori Products are sold through iSatori, Inc., which is a subsidiary of the Company.