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): May 29, 2013


DIAGNOSTIC IMAGING INTERNATIONAL CORP.

(Exact name of registrant as specified in charter)


Nevada

 

333-1364363

 

98-0493698

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)


848 N. Rainbow Blvd. #2494

Las Vegas, Nevada

 

89107

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code (877) 331-3444


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

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))





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


The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Diagnostic Imaging International Corp. (the “Company”) was held on May 29, 2013.


The Company’s stockholders voted on five proposals as follows: to elect Company directors for the ensuing year (Proposal 1); to approve an amendment to the Company’s Articles of Incorporation to increase in the number of authorized shares of Common Stock from 100,000,000 to 500,000,000, subject to the Board of Directors’ authority to abandon such amendment (Proposal 2); to cast an advisory vote on a non-binding resolution to approve the compensation of the Company’s executive officers (Proposal 3); to cast an advisory vote on a non-binding resolution to recommend the frequency of future advisory votes on executive compensation (Proposal 4); and to ratify the selection by the Company’s Board of Directors of Silberstein Ungar, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 (Proposal 5).


All nominees for election to the Board as Directors were elected to serve until the 2014 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until such director’s earlier death, resignation or removal. The stockholders approved Proposal 2, approved Proposal 3, selected 3 years for Proposal 4 and ratified Proposal 5. The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.


Proposal 1

Shares For

Shares Withheld

Broker Non-Votes

Mitchel Geisler

13,225,730

20,000

1,444,986

Richard Jagodnik

13,225,730

20,000

1,444,986


 

Shares For

Shares Against

Shares

Abstaining

Broker Non-

Votes

Proposal 2

14,390,132

299,584

1,000

0


 

Shares For

Shares Against

Shares Abstaining

Broker Non-Votes

Proposal 3

13,220,678

23,000

2,052

1,444,986


 

1 Year

2 Years

3 Years

Shares

Abstaining

Broker Non-

Votes

Proposal 4

0

1000

13,516,564

0

1,173,152


 

Shares For

Shares Against

Shares

Abstaining

Broker Non-

Votes

Proposal 5

14,690,716

0

0

0


The Board of Directors has considered the stockholder vote regarding the frequency of advisory votes on executive compensation and determined that the Company will hold an advisory vote on its executive compensation every 3 years until the next vote by the Board on frequency, which will be no later than the Company’s Annual Meeting of Stockholders in 2016.





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.


 

Diagnostic Imaging International Corp.

 

 

 

 

 

 

Dated:  June 3, 2013

By:

/s/ Mitchell Geisler

 

 

Name:  Mitchell Geisler

 

 

Title: Chief Executive Officer