UNITED STATES

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): May 22, 2014

 

ROCKWELL MEDICAL, INC.
(Exact name of registrant as specified in its charter)

 

Michigan

 

000-23661

 

38-3317208

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

30142 Wixom Road, Wixom, Michigan 48393

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (248) 960-9009

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 22, 2014, Rockwell Medical, Inc. (the “Company”) held its Annual Meeting of Shareholders.  At the Annual Meeting, as noted in Item 5.07 below, the shareholders approved an amendment of the Company’s Amended and Restated 2007 Long Term Incentive Plan, as amended (the “LTIP”), which had been previously approved by the Board of Directors of the Company on March 28, 2014 subject to shareholder approval.  The amendment increases the total number of common shares subject to the LTIP from 7,750,000 to 9,500,000 shares.

 

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

 

At the Company’s Annual Meeting of Shareholders on May 22, 2014, the shareholders voted to (1) reelect one incumbent director for a term expiring in 2017, (2) approve the non-binding proposal to approve the compensation of the Company’s named executive officers, (3) approve the amendment of the LTIP increasing the number of shares available for grants under the plan, and (4) ratify the selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for 2014.  Shareholders did not approve a shareholder proposal that was presented at the Annual Meeting recommending action to adopt a majority vote standard for the election of directors.  The following tables set forth the final voting results on each matter.

 

Director Nominee

 

For

 

Withheld

 

Broker Non-Votes

Kenneth L. Holt

 

14,271,502

 

3,167,856

 

19,045,132

 

Proposal

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

Approve a non-binding proposal to approve the compensation of the Company’s named executive officers

 

12,388,704

 

4,914,986

 

135,668

 

19,045,132

 

Approve amendment of LTIP

 

10,318,793

 

6,916,712

 

131,853

 

19,045,132

 

Ratify the selection of Plante & Moran, PLLC

 

36,034,478

 

356,499

 

93,513

 

 

Shareholder proposal re majority vote standard in director elections

 

7,057,063

 

10,069,465

 

305,830

 

19,052,132

 

 

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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.

 

 

ROCKWELL MEDICAL, INC.

 

 

 

 

Date: May 28, 2014

By:

/s/ Thomas E. Klema

 

 

Thomas E. Klema

 

 

Its: Chief Financial Officer

 

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