NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders of Nanophase Technologies Corporation (the “Company”) was held on August 24, 2017. The following is a summary of the proposals submitted to the Company's stockholders, as described in the Company's definitive proxy statement filed on July 14, 2017, and final results of the voting on each matter.
| 1) | The stockholders voted to re-elect three Class II directors to the Board. Results of the voting were as follows: |
| Director | For | Authority Withheld | Abstentions | Broker Non-Votes |
| Jess A. Jankowski | 16,020,492 | 97,033 | — | 10,974,925 |
| Richard W. Siegel, Ph.D. | 16,019,833 | 97,692 | — | 10,974,925 |
| W. Ed Tyler | 16,020,992 | 96,533 | — | 10,974,925 |
In addition to Mr. Jankowski, Dr. Siegel and Mr. Tyler, James A. Henderson, James A. McClung, Ph.D., R. Janet Whitmore and George A. Vincent, III continued their terms of office as directors of the Company after the Annual Meeting.
| 2) | The stockholders voted to ratify the appointment by the Company’s Audit and Finance Committee of RSM USLLP as the independent auditors of the Company’s financial statements for the year ending December31, 2017. Results of the voting were as follows: |
| For | Against | Abstentions | Broker Non-Votes |
| 27,016,587 | 43,611 | 32,252 | — |
| Item 7.01. | Regulation FD Disclosure. |
Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a copy of the slides that the Company intends to utilize in presentations to investors and other third parties. The Company is also making a copy of the attached slides available on the Company’s website, www.nanophase.com.
The slides attached as Exhibit 99.1 include non-GAAP financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that the presentation of results excluding certain items, such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income prepared in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure are included in Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report, including Exhibit 99.1. Any reference to the Company’s internet address shall not, under any circumstances, be deemed to incorporate the information available at, or accessible through, such internet address into this report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 99.1
Presentation of Nanophase Technologies Corporation, dated August 24, 2017
NANOPHASE TECHNOLOGIES Corp ExhibitEX-99.1 2 ex99-1.htm PRESENTATION NANOPHASE TECHNOLOGIES CORPORATION 8-K Exhibit 99.1 We Make NanoTechnology Work! ® | Welcome to Nanophase!!! August 24,…To view the full exhibit click here
About NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX)
Nanophase Technologies Corporation is a materials and applications developer and commercial manufacturer with an integrated family of materials technologies. The Company produces engineered nano and sub-micron materials for use in a range of markets, including personal care, including sunscreens, architectural coatings, industrial coating applications, abrasion-resistant additives, plastics additives, medical diagnostics, energy, and a range of surface finishing technologies (polishing) applications, including optics. The technologies are designed to offer nanomaterial solutions for a targeted market or a specific customer application. The Company’s nanomaterials platform includes over two distinct manufacturing processes (Plasma Vapor Synthesis (PVS) and NanoArc Synthesis (NAS)) to make nanomaterials or nanoparticles. The Company’s products include Aluminum Oxide, Antimony Tin Oxide, Bismuth Oxide, Cerium Oxide, Iron Oxide and Zinc Oxide.