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): May 3, 2011
eDiets.com, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-30559 | 56-0952883 | |
| (Commission File Number) | (IRS Employer Identification No.) |
1000 Corporate Drive
Suite 600
Fort Lauderdale, FL 33334
(Address of Principal Executive Offices) (Zip Code)
(954) 360-9022
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ¨ | 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 CFR 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 5.07 Submission of Matters to a Vote of Security Holders
At the eDiets.com, Inc. (the “Company”) 2011 Annual Meeting of Stockholders held on May 3, 2011, four proposals were submitted to and approved by the Company’s stockholders. Of 61,230,338 shares outstanding and entitled to vote at our Annual Meeting, 52,420,802 were present in person or by proxy. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 4, 2011. The following is a summary of the voting results for each matter presented to the stockholders:
Proposal 1
| Election of Directors: |
Votes For | Votes Withheld | ||||||
| Kevin A. Richardson, II |
43,894,954 | 30,626 | ||||||
| Robert L. Doretti |
43,872,693 | 52,887 | ||||||
| Lee S. Isgur |
43,893,604 | 31,976 | ||||||
| Ronald Luks |
43,893,854 | 31,726 | ||||||
| Pedro N. Ortega-Dardet |
43,893,604 | 31,976 | ||||||
| Kevin N. McGrath |
43,892,404 | 33,176 | ||||||
Proposal 2
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
|||||||||||||
| To ratify the appointment of Ernst & Young LLP |
52,148,714 | 128,416 | 143,672 | — | ||||||||||||
Proposal 3
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
|||||||||||||
| To approve the amendment of |
43,712,957 | 212,614 | 9 | 8,495,222 | ||||||||||||
Proposal 4
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
|||||||||||||
| To authorize the Board to effect a |
51,518,992 | 862,102 | 39,708 | — | ||||||||||||
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| eDiets.com, Inc. | ||
| By: |
/s/ Kevin N. McGrath | |
| Kevin N. McGrath President and Chief Executive Officer | ||
Date: May 5, 2011
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