SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 4, 2013


ISC8 INC.

(Exact name of Registrant as specified in its Charter)

 

Delaware

001-8402

33-0280334

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

3001 Red Hill Avenue, Costa Mesa, California 92626

(Address of principal executive offices)


(714) 549-8211

(Registrants Telephone Number)


Not Applicable

(Former name or 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 (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.


On June 4, 2013, ISC8 Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.


Proposal No. 1- Election of Directors


Stockholders approved the election of Seth Hamot, Bill Joll, Marc Dumont, Jack Johnson, Thomas M. Kelly, Chester P. White and Robert L. Wilson to serve on the Board of Directors until the 2014 annual meeting of stockholders, or until their successors are elected and qualified.




For


Withheld


Not Voted

Seth Hamot


99,543,730


2,252,762


21,411,043

Bill Joll


99,668,342


2,128,156


21,411,043

Marc Dumont


99,648,504


2,147,994


21,411,043

Jack Johnson


99,668,514


2,127,984


21,411,043

Thomas M. Kelly


101,757,797


38,700


21,411,043

Chester P. White


101,637,081


159,411


21,411,043

Robert L. Wilson


101,757,964


38,533


21,411,043


Proposal No. 2- Advisory Vote to Approve Executive Compensation


Stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Companys named executive officers, as disclosed in the Executive Compensation section of the Companys definitive proxy statement, dated May 4, 2013.


For


Against


Abstain


Not Voted

98,642,447


2,344,434


809,615


21,411,043


Proposal No. 3- Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation


Stockholders approved, on an advisory (non-binding) basis, holding an advisory vote on the compensation of the Companys named executive officers every three years. The Board of Directors will take this result into consideration, and the Company will file an amendment to this Form 8-K within the timeframe prescribed under Item 5.07 once the Board makes a final determination as to how frequently the Company will conduct an advisory vote on executive compensation in its proxy materials.


One Year


Two Years


Three Years


Abstain


Not Voted

4,158,728


21,460,456


65,363,274


10,814,038


21,411,043


Proposal No. 4- Ratification of Appointment of Auditors


Stockholders ratified the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Companys independent auditors for the fiscal year ending September 30, 2013.


For


Against


Abstain

122,008,352


1,014,872


184,315


For more information about the foregoing proposals, please review the Companys definitive proxy statement, filed with the Securities and Exchange Commission on May 4, 2013.





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.

 





 

 

ISC8 Inc.

 





 

Date: June 6, 2013

 

By:

 /s/ John Vong

 

 

 

 

John Vong

 

 

 

 

Chief Financial Officer