UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) January 10, 2011
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NEPHROS,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of incorporation)
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001-32288
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13-3971809
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(Commission
File Number)
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(IRS
Employer ID Number)
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41 Grand Avenue, River Edge, New
Jersey
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07661
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (201)
343-5202
__________________
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07.
Submission of Matters to a Vote of Security Holders.
The 2010 annual meeting of stockholders
for Nephros, Inc. was held on January 10, 2011.
At the
meeting, our stockholders elected one member to our board of directors for a
term expiring at the annual meeting of stockholders in 2013, as
follows:
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Member
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Number
of Shares
Voted For |
Number
of Shares
Withheld (Includes Abstentions) |
Broker
Non-Votes
|
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Lawrence J.
Centella
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19,206,249
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432,508
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14,204,148
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At the
meeting, our stockholders also approved the amendment to our Fourth Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of capital stock from 95,000,000 shares to 905,000,000 shares and to
increase the number of authorized shares of common stock from 90,000,000 shares
to 900,000,000 shares, as follows:
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Number
of Shares
Voted For |
Number
of Shares
Against or Withheld (Includes Abstentions) |
Broker
Non-Votes
|
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31,107,763
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2,735,142
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0
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At the
meeting, our stockholders also approved the amendment to our 2004 Stock
Incentive Plan to increase the number of shares of common stock reserved for
issuance thereunder from 2,696,976 shares to 39,814,340 shares, as
follows:
|
Number
of Shares
Voted For |
Number
of Shares
Against or Withheld (Includes Abstentions) |
Broker
Non-Votes
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18,684,859
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953,898
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14,204,148
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At the
meeting, our stockholders also approved the amendment to our Fourth Amended and
Restated Certificate of Incorporation to effect a reverse stock split of shares
of our common stock with a ratio of one share for every twenty shares of common
stock and concurrently to decrease the number of authorized shares of capital
stock from 905,000,000 shares to 95,000,000 shares and to decrease the number of
authorized shares of common stock from 900,000,000 shares to 90,000,000 shares,
as follows:
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Number
of Shares
Voted For |
Number
of Shares
Against or Withheld (Includes Abstentions) |
Broker
Non-Votes
|
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30,926,752
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2,916,153
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0
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At the
meeting, our stockholders also ratified the appointment of Rothstein Kass & Company, P.C.
as our independent registered public accounting firm for the fiscal year
ending December 31, 2010, as follows:
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Number
of Shares Voted For
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Number
of Shares
Against or Withheld (Includes Abstentions) |
Broker
Non-Votes
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32,658,521
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1,184,384
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0
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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.
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Nephros,
Inc.
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By:
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/s/
Gerald J. Kochanski
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Dated: January
11, 2011
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Gerald
J. Kochanski
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Chief
Financial Officer
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