UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 12, 2023, Steve T. Laflin gave notice that he is stepping down as Chief Executive Officer of the Company, effective as of September 1, 2023 at the end of the term of his employment agreement. We thank Mr. Laflin for his over 22 years of service as Chief Executive Officer of the Company. Mr. Laflin will continue to serve as a member of the Company’s Board of Directors (the “Board”) and will also continue to consult for the Company on an ongoing basis.
In addition, on July 12, 2023, Shahe Bagderjian, President of the Company, was appointed to replace Mr. Laflin as Chief Executive Officer, effective September 1, 2023. Mr. Bagderjian’s compensation as Chief Executive Officer will be as set forth in his previously disclosed employment agreement with the Company. For additional information regarding Mr. Bagderjian, including the compensation arrangements and other information required by this Item 5.02, see the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2023, which is incorporated by reference.
On July 12, 2023, the Board, pursuant to the Restated Certificate of Formation of the Company and the Bylaws of the Company, approved an increase of the size of the Board from three directors to four directors, and appointed Shahe Bagderjian to serve as a director on the Board, effectively immediately. Mr. Bagderjian will not serve on any Board committees and will not receive separate compensation for his service on the Board. There are no understandings or arrangements with any person pursuant to which Mr. Bagderjian was selected as a director, and Mr. Bagderjian is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 12, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) at the Company’s headquarters in Idaho Falls, Idaho. At the Annual Meeting, there were 300,260,289 shares of the Company’s common stock represented to vote either in person or by proxy, or approximately 58% of the outstanding shares of common stock, which represented a quorum. The final results of voting for each matter submitted to a vote of the shareholders at the Annual Meeting are as follows:
Proposal 1 — Election of three directors to serve for a term of one year and until their applicable successors are elected and qualified.
| Nominee: | For | Withheld | Broker Non-Votes | ||||
| Steve T. Laflin | 232,114,649 | 275,209 | 67,870,431 | ||||
| Christopher Grosso | 232,124,144 | 265,714 | 67,870,431 | ||||
| Robert Atcher | 232,025,414 | 364,444 | 67,870,431 |
Proposal 2 — Ratification of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| For | Against | Abstain | Broker Non-Votes | |||||
| 299,685,615 | 58,981 | 515,693 | 67,870,431 |
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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.
| INTERNATIONAL ISOTOPES INC. | |||
| Date: July 18, 2023 | By: | /s/ Steve Laflin | |
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Steve Laflin Chief Executive Officer |
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