Ironclad Performance Wear Corporation (OTCMKTS:ICPW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Ironclad Performance Wear Corporation (OTCMKTS:ICPW) 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

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On August 23, 2017, the Registrant’s Board of Directors, to authority granted under the Registrant’s Amended and Restated Bylaws, appointed Benjamin L. Padnos to fill the vacancy on the Board of Directors.

Mr. Padnos is a venture capital investor, focusing his investments in intellectual property-centric companies in industries including clean tech, life sciences, medical and mobile technology, personal protective equipment and semiconductors. He has been a shareholder of the Registrant since 2011. An Internet sales and marketing pioneer, Mr. Padnos has been operating and investing in online media, mobile and technology companies since the mid-1990s, and has hands-on experience with sales, marketing, business development and strategy for 15+ years, including more than four years in the Yahoo! (NASD:YHOO) organization. Mr. Padnos founded DONE! Ventures in October, 2001 after leaving Yahoo’s strategic “think tank swat team”, ValueLab, where he was involved in forging relationships with key Fortune 500 companies. Prior to Yahoo! ValueLab, Mr. Padnos was a Manager in Yahoo's West Coast sales group and one of the company’s top worldwide revenue producers, generating nearly $100 million in sales as Yahoo! grew from fewer than 200 people to nearly 4,000. Mr. Padnos attended the University of Michigan. He also serves on the Board of Directors of PADNOS, a century-old family owned and operated scrap metal, paper and plastics processing and recycling firm based in Holland, Michigan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Registrant held its annual meeting of stockholders on August 23, 2017. At the annual meeting, there were 85,646,354 shares of the Registrant’s common stock entitled to vote, and a quorum was represented at the annual meeting in person and by proxy. The following summarizes voting results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:

1.Proposal to elect four members of the Registrant’s Board of Directors.

Director For Withheld
Michael A. DiGregorio 22,441,634 11,567,843
David Jacobs 23,530,476 11,241,866
Emmett M. Murphy 23,807,031 10,965,311
Robert J. Steckler 23,807,031 10,965,311

2.Proposal to ratify the appointment of BDO USA, LLP as the Registrant’s independent accountants for the year ending December 31, 2017.

For Against Abstain
23,879,127 3,045,540 7,847,675

3.Proposal to approve, through an advisory vote, the resolution endorsing the compensation of the Registrant’s executives.

For Against Abstain
20,459,011 13,148,496 1,164,835

4.Proposal to adopt the Ironclad Performance Wear Corporation 2017 Omnibus Incentive Plan.

For Against Abstain
18,888,749 8,712,970 7,170,623

5.Proposal to authorize the Registrant’s Board of Directors to effectuate, in its discretion, an amendment to the Registrant’s Articles of Incorporation, as amended, to effectuate a reverse stock split.

For Against Abstain
23,053,641 3,882,187 7,836,514


About Ironclad Performance Wear Corporation (OTCMKTS:ICPW)

Ironclad Performance Wear Corporation (Ironclad) designs and manufactures branded performance work wear for a range of construction, do-it-yourself, industrial, sporting goods and general services markets. The Company designs task-specific technical gloves and performance apparel for performing specific job functions. The Company’s primary products are its task-specific technical gloves. The Company produces and sells over 100 distinct glove types in a variety of sizes and colors, which cater to the specific demands and requirements of industrial, construction, do-it-yourself, and sporting goods consumers, including carpenters, machinists, package handlers, plumbers, welders, roofers, oil and gas workers, mechanics, hunters, gardeners and do-it-yourself users. It offers a line of performance apparel products, which consists of long and short sleeved shirts. The Company’s apparel line also includes performance jackets, pants, shorts, reflective and polo shirts, underwear and tights.

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