0001354488-15-000424.txt : 20150202 0001354488-15-000424.hdr.sgml : 20150202 20150202172013 ACCESSION NUMBER: 0001354488-15-000424 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140903 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOUND MANAGEMENT TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 592220004 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11808 FILM NUMBER: 15568226 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-820-7080 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: MB SOFTWARE CORP DATE OF NAME CHANGE: 19960805 FORMER COMPANY: FORMER CONFORMED NAME: INAV TRAVEL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE TREAT CORP DATE OF NAME CHANGE: 19910220 8-K/A 1 wndm_8ka.htm CURRENT REPORT wndm_8ka.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K/A
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2014

 

 
 
Wound Management Technologies, Inc. 
 
(Exact name of registrant as specified in its charter)
 
 Texas    000-11808    59-2219994
  (State or other jurisdiction incorporation)   (Commission File Number)  (IRS Employer Identification No.)
 

 
16633 Dallas Parkway, Suite 250, Addison, Texas        75001
 (Address of principal executive offices)  (Zip Code)

 
 Registrant’s telephone number, including area code   972-218-0935 
 

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
Explanatory Note

This Amendment No. 1 to Form 8-K is being filed as an amendment to the Current Report on Form 8-K filed with the United States Securities and Exchange Commission by Wound Management Technologies, Inc. on September 8, 2014. The Form 8-K was filed to report the results of the matters submitted to a vote at the Annual Meeting of Shareholders held on September 3, 2014. The sole purpose of this Amendment No. 1 is to disclose the decision regarding the frequency of future advisory votes on executive compensation.


Item 5.07 Submission of Matters to a Vote of Security Holders

 
(a)  
On September 3, 2014, Wound Management Technologies, Inc. (the “Company”) held its Annual Meeting of Shareholders.
 
(b)  
The following table presents the final voting results for the items that were presented for shareholder approval.
 
 
For
Against
Abstain
Broker Non-vote
(1) To elect to the Wound Management Board of Directors until the next annual meeting of shareholders:
 
        
Robert Lutz, Jr.
94,434,032
2,248,382
20,005
26,539,582
Philip J. Rubinfeld
88,181,134
8,501,281
20,005
26,539,582
John Feltman
88,191,134
8,491,280
20,005
26,539,582
Ronald Goode
94,441,128
2,241,286
20,005
26,539,582
Jeff Lewis
94,441,133
2,241,281
20,005
26,539,582
(2) To ratify the appointment of Malone Bailey LLP as Wound Management’s independent registered public accounting firm for the year ending December 31, 2014.
119,304,468
11,627
91,747
__
(3) To adopt an amendment to the Company’s Articles of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 to 250,000,000.
113,780,945
3,746,432
602,015
5,507,648
(4) To authorize the filing, within the next twelve months of an additional amendment to the Company’s Articles of Incorporation effecting a 1-for-10 reverse split of the Company’s common stock.
113,040,722
6,367,106
12
4,229,200
(5) To approve the adoption of the Company’s 2014 Stock Incentive Plan.
87,582,806
9,119,609
4
26,539,582
(6) To approve, by advisory vote, a resolution on executive compensation.
87,925,407
8,777,008
4
26,539,582
 
One Year
Two Years
Three Years
Abstain
(7) Recommend, by advisory vote, the frequency of future advisory votes on executive compensation.
4,596,043
6,735,453
82,400,561
2,963,855

 
In light of these results, the Company’s Board of Directors has decided that future advisory votes on named executive officer compensation will be held every three years until the next advisory vote on the frequency of such votes, which in accordance with applicable law, will occur no later than the Company’s Annual Meeting in 2020.
 

 
 
2
 

The Company’s Board of Directors has passed a joint unanimous written consent, resolving that future advisory votes on named executive officer compensation will be held every three years until the next advisory vote on the frequency of such votes, which in accordance with applicable law, will occur no later than the Company’s Annual Meeting in 2020.

 
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.
 
 
WOUND MANAGEMENT TECHNOLOGIES, INC.
  
       
Date:  February 2, 2015
By:
/s/ Darren Stine, Chief Financial Officer  
    Darren Stine, Chief Financial Officer