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): October 25, 2013

______________


DS HEALTHCARE GROUP, INC.

(Exact name of registrant as specified in its charter)

______________


Florida

     

000-53680

     

20-8380461

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

1601 Green Road, Pompano Beach, Florida 33064

 (Address of principal executive offices) (Zip Code)

(888) 404-7770

Registrant’s telephone number, including area code

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 (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.

The 2013 annual meeting of shareholders (the “Annual Meeting”) of DS Healthcare Group, Inc. (the “Company”) was held on Friday, October 25, 2013 at its principal executive office located at 1601 Green Road, Pompano Beach, Florida. Shareholders of record at the close of business on September 23, 2013 were entitled to one vote for each share of common stock held. On September 23, 2013, there were 13,709,383 shares of common stock issued and outstanding.  At the Annual Meeting, the shareholders of the Company voted on the following proposals, each as more fully described in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on October 10, 2013:

1.

To elect four members of the Board of Directors of the Company (the “Board”) to serve until the next annual meeting of shareholders. Each nominee for director was elected by a vote of the shareholders as follows:

Proposal No. 1: Election of Directors

 

Vote Type

 

Voted

 

Daniel Khesin

 

For

 

 

7,567,493

 

 

 

Withheld

 

 

0

 

 

 

Broker Non-Votes

 

 

0

 

 

 

 

 

 

 

 

Keith Markey

 

For

 

 

7,567,493

 

 

 

Withheld

 

 

0

 

 

 

Broker Non-Votes

 

 

0

 

 

 

 

 

 

 

 

Matthew Pfeffer

 

For

 

 

7,567,493

 

 

 

Withheld

 

 

0

 

 

 

Broker Non-Votes

 

 

0

 

 

 

 

 

 

 

 

Bernhard Opitz

 

For

 

 

7,567,493

 

 

 

Withheld

 

 

0

 

 

 

Broker Non-Votes

 

 

0

 

 

 

 

 

 

 

 

2.

To ratify the appointment of Marcum LLP, an independent registered public accounting firm, to serve as the Company’s independent auditors for fiscal year ending December 31, 2013. The proposal was approved by a vote of shareholders as follows:

Proposal No. 2: Ratification of Appointment of Marcum LLP

Vote Type

 

Voted

 

 

 

For

 

 

7,780,816

 

 

 

Against

 

 

10,000

 

 

 

Abstention

 

 

0

 


3.

To determine, on a non-binding advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive directors.

Proposal No. 3: Advisory Vote on the Frequency of the Vote on Executive Compensation

 


Every Three Years

Every Two Years

Every One Year

Abstain

7,492,392

2,085

63,266

0


Based on the results of Proposal No. 3, the Board has determined that the Company will hold a non-binding, advisory vote on the compensation of its named executive officers once every three years until the next required vote on the frequency of the advisory vote on executive compensation occurs, or until the Board determines that holding such vote with a different frequency is in the best interests of the Company.




 


4.

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by a vote of shareholders as follows:

Proposal No. 4: Advisory Vote on Executive Compensation

 

Vote Type

 

Voted

 

 

 

For

 

 

7,561,693

 

 

 

Against

 

 

15,450

 

 

 

Abstention

 

 

350

 

 

 

Broker Non-Votes

 

 

0

 






 



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.

 

DS HEALTHCARE GROUP, INC.

 

 

 

 

 

Date:  October 31, 2013

By:

/s/ Daniel Khesin

 

 

Name:

Daniel Khesin

 

 

Title:

Chief Executive Officer

and Chief Financial Officer