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): August 13, 2013

 

VIRTUALSCOPICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
   
000-52018 04-3007151
(Commission File Number) (IRS Employer Identification No.)
   
500 Linden Oaks, Rochester, New York 14625
(Address of Principal Executive Offices) (Zip Code)
   
(585) 249-6231
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 (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))

 

 
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Section 5Corporate Governance and Management

 

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

 

At the Annual Meeting of Stockholders of VirtualScopics, Inc. (the “Company”) held on August 13, 2013 (the “2013 Annual Meeting”), the following nominees for director were elected to serve until the 2014 Annual Meeting of Stockholders and until a successor is elected and qualified, with stockholder votes cast as follows:

 

PROPOSAL 1: To elect eight (8) members to the Company’s Board of Directors to serve a one (1) year term.

 

   Number of Votes
   For  Withheld  Broker Non-Votes
Robert G. Klimasewski  15,838,318  2,483,041  10,682,091
Mostafa Analoui  17,218,350  1,103,009  10,682,091
Eric Converse  17,211,000  1,110,359  10,682,091
Daniel I. Kerpelman  15,837,818  2,483,541  10,682,091
Bruce L. Lev  17,208,500  1,112,859  10,682,091
L. Jeffrey Markin  17,444,114  877,245  10,682,091
Charles E. Phelps  17,203,000  1,118,359  10,682,091
Terence A. Walts  15,122,221  3,199,138  10,682,091

 

On other business conducted at the Annual Meeting, the stockholders (i) ratified the appointment of Marcum LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2013, (ii) approved an amendment to the Certificate of Incorporation, as described in the Company’s Proxy Statement, dated July 2, 2013, relating to the 2013 Annual Meeting, to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio ranging from 1-for-2 to 1-for-10, as determined by the Company’s Board of Directors in its discretion at any time between the date of the 2013 Annual Meeting and August 13, 2014, without further approval from the stockholders, (iii) approved, on an advisory basis, the compensation of certain of the Company’s executive officers, and (iv) indicated, on an advisory basis, a preferred frequency of one (1) year for holding an advisory vote on the compensation of the Company’s named executive officers. The following tables present the final voting results for the proposals presented for stockholder approval. Unless otherwise indicated, all results presented below reflect the voting power of the Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C-1 Preferred Stock, voting together as a single class:

 

PROPOSAL 2: To ratify the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

   Number of Votes
   For  Against  Abstain
All Classes Voting Together  27,225,131  535,330  1,242,989

 

PROPOSAL 3: To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock in the range of 1-for-2 to 1-for-10, as determined by the Company’s Board of Directors in its discretion at any time between the date of the Annual Meeting and August 13, 2014, without further approval from the stockholders.

 

   Number of Votes
   For  Against  Abstain
All Classes Voting Together  23,974,281  1,659,467  3,369,702

 

 
 

 

PROPOSAL 4: To cast a non-binding advisory vote approving the compensation of certain of the Company’s executive officers.

 

   Number of Votes
   For  Against  Abstain  Broker Non-Votes
All Classes Voting Together  15,643,720  1,377,244  1,300,395  10,682,091

 

PROPOSAL 5: To cast a non-binding advisory vote regarding the frequency of advisory votes approving the compensation of certain of the Company’s executive officers.

   Number of Votes
   Three years  Two years  One year  Abstentions and Broker Non-Votes
All Classes Voting Together  1,360,267  90,745  15,518,659  12,033,779

 

 

 
 

 

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.

 

  VIRTUALSCOPICS, INC.  
       
Date: August 19, 2013 By: /s/ Molly Henderson  
  Name: Molly Henderson  
  Title: Chief Business & Financial Officer, Sr. Vice President