8-K 1 bioheart_8k.htm CURRENT REPORT




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2015


(Exact Name of Registrant as Specified in Charter)

Florida         001-33718         65-0945967
(State of   (Commission File Number)   (IRS Employer
incorporation) Identification No.)

13794 NW 4th Street, Suite 212, Sunrise, Florida         33325
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 835-1500

       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 DFR 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.

See Item 5.07.

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

At the Annual of Stockholders (the “Annual Meeting”) of the Company held on February 2, 2015, the stockholders of the Company approved each of the proposals set forth below by the final voting results (based on 610,475,357 common shares and 20,000,000 Series A Preferred Shares with voting rights) set forth below.

Proposal 1

To elect the following individuals as directors of the Company, each to serve a term of one year or until his or her successor is duly elected or appointed:

Number of Shares
Votes For Authority
Mike Tomas 677,621,597 5,889,604
William P. Murphy, Jr.,
M.D. 676,710,457 6,800,744
Mark P. Borman 678,615,272 4,895,929
Charles A. Hart   675,449,376 8,061,825
Sam Ahn 678,613,709 4,897,492
Kristin Comella 677,864,215   5,646,986
Sheldon T. Anderson 678,722,534 4,788,667

Proposal 2

To ratify and approve the appointment of Fiondella, Milone, and LaSaracina LLP, as the Company’s independent registered public accounting firm:

Number of Shares
Votes For       Votes Against       Abstain
676,440,780   4,131,318   2,939,102

Proposal 3

To approve the 2013 Omnibus Equity Compensation Plan:

Number of Shares
Votes For       Votes Against       Abstain
665,746,618   14,123,493 3,641,090

Proposal 4

To approve an advisory vote on executive compensation:

Number of Shares
Votes For       Votes Against       Abstain
666,898,264   11,771,086 4,841,851

Proposal 5

To approve by an advisory vote the frequency of future executive compensation advisory votes:

Number of Shares
One Year       Two Years       Three Years       Abstain
58,264,093 569,421,329 51,215,703 4,610,076


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.

Date: February 6, 2015       By:  /s/ Mike Tomas  
Mike Tomas
  Chief Executive Officer