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):
 
June 14, 2012

 
Torvec, Inc.
 
__________________________________________
(Exact name of registrant as specified in its charter)
 
New York
000-24455
16-1509512
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
     
 
1999 Mt. Read Blvd, Bldg. 3, Rochester, New York
 
 
14615
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

Registrant’s telephone number, including area code:
 
585-254-1100
 
 
 
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
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 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.
 
On June 14, 2012, Torvec, Inc. held its annual shareholder meeting (“Annual Meeting”) for its common and voting preferred shareholders.  At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

1. The Company’s shareholders elected ten directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.
 
Director Nominee
Votes For
Votes
Withheld
Broker
Non-Votes
Thomas F. Bonadio
32,121,467
149,246
19,849,281
Wesley K. Clark
32,038,539
232,174
19,849,281
William W. Destler
32,135,889
134,824
19,849,281
Asher J. Flaum
31,173,894
1,096,819
19,849,281
Keith E. Gleasman
31,748,278
522,435
19,849,281
John W. Heinricy
32,064,067
206,646
19,849,281
Richard A. Kaplan
32,121,617
149,096
19,849,281
Charles N. Mills
31,755,525
515,188
19,849,281
E. Philip Saunders
32,118,439
152,274
19,849,281
Gary A. Siconolfi
31,052,950
1,217,763
19,849,281

2. The Company’s shareholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The number of shares that voted for, against or abstained from voting for the ratification of the appointment of Freed Maxick CPAs, P.C. are summarized in the table below.

 
Votes For
Votes Against
Abstentions
 
 
51,280,707
491,213
348,074
 

3. The Company’s shareholders approved the amendment of certain stock option agreements for six directors and one special advisor to the board, extending the expiration date of the options to ten years from the date of the original grant.  The number of shares that voted for, against or abstained from voting for the amendment of the certain stock option agreements, and the number of broker non-votes,  are summarized in the table below.

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
31,133,975
941,538
195,200
19,849,281

4. The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2012 calendar year.  The number of shares that voted for, against or abstained from voting for the advisory vote on the Company’s executive officer compensation programs for the 2012 calendar year, and the number of broker non-votes,  are summarized in the table below.

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
31,370,276
286,123
614,314
19,849,281

 
 

 
 
Item 8.01                      Other Events.
Previously in advance of the Annual Meeting, the board of directors met and took the actions described below.

Committee Assignments – The board of directors determined to maintain the composition of each committee of the board of directors as it was for the prior year, as follows, with the Chair for the current year as indicated:

Audit Committee:
Thomas F. Bonadio – Chair
E. Philip Saunders
Asher J. Flaum

Nominating Committee:
Gary A. Siconolfi – Chair
Wesley K. Clark
Asher J. Flaum

Governance and Compensation Committee:
William W. Destler - Chair
Charles N. Mills
John W. Heinricy
 
Officer Positions – The board of directors has elected the following corporate officers to hold the offices noted for the forthcoming year:

Board Chair:                             Gary A. Siconolfi
Chief Executive Officer:         Richard A. Kaplan
President:                                 Keith E. Gleasman
Secretary:                                Robert W. Fishback

 
 

 
 
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.
 
   
Torvec, Inc.
         
June 20, 2012
 
By:
 
/s/ Robert W. Fishback
       
Robert W. Fishback
       
Chief Financial Officer and Principal Accounting Officer