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):

 

June 12, 2014

 

 

Torvec, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

 

     

New York

000-24455

16-1509512

_____________________
(State or other jurisdiction

_____________
(Commission

______________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

     

 

1999 Mt. Read Blvd, Bldg. 3, Rochester,

New York

 

 

 

14615

_________________________________
(Address of principal executive offices)

 

___________
(Zip Code)

 

     

Registrant’s telephone number, including area code:

 

585-254-1100

 

 

 

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: 

 

[ ] 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 12, 2014, Torvec, Inc. held its annual shareholders meeting (“Annual Meeting”) for its common and voting preferred shareholders. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

 

1. The Company’s shareholders elected ten directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.

      Votes For      

Votes

Withheld

     

Broker

Non-Votes

 

Thomas F. Bonadio

    55,220,714       453,204       22,009,668  

William W. Destler

    55,104,114       569,804       22,009,668  

Asher J. Flaum

    55,309,633       364,285       22,009,668  

Keith E. Gleasman

    54,794,603       879,315       22,009,668  

John W. Heinricy

    54,871,414       802,504       22,009,668  

Richard A. Kaplan

    54,816,814       857,104       22,009,668  

Thomas J. Labus

    54,773,649       900,269       22,009,668  

Charles N. Mills

    54,854,303       819,615       22,009,668  

E. Philip Saunders

    55,355,714       318,204       22,009,668  

Gary A. Siconolfi

    55,164,344       509,574       22,009,668  

 

2. The Company’s shareholders ratified the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The number of shares that voted for, against or abstained from voting for the ratification of the appointment of Freed Maxick CPAs, P.C. are summarized in the table below.

 

 

Votes For

Votes Against

Abstentions

 
 

77,467,364

62,645

153,577

 

 

3. The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2014 calendar year. The number of shares that voted for, against or abstained from voting for the advisory vote on the Company’s executive officer compensation programs for the 2014 calendar year, and the number of broker non-votes, are summarized in the table below.

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

 

54,751,738

513,031

409,149

22,009,668

 

 

 

 
2

 

 

Item 8.01      Other Events.

 

Previously in advance of the Annual Meeting, the board of directors met and took the actions described below.

 

Committee Assignments – The board of directors determined the composition of each committee of the board of directors as follows, with the Chair for the current year as indicated:

 

Audit Committee:

Thomas F. Bonadio – Chair

E. Philip Saunders

Asher J. Flaum

 

Nominating Committee:

Gary A. Siconolfi – Chair

Asher J. Flaum

Thomas J. Labus

 

Governance and Compensation Committee:

William W. Destler - Chair

Charles N. Mills

John W. Heinricy

 

 

Officer Positions – The board of directors has elected the following corporate officers to hold the offices or positions noted for the forthcoming year:

 

   Board Chair:

Gary A. Siconolfi

   

   Chief Executive Officer:

Richard A. Kaplan

   

   President and VP – Marketing:

Keith E. Gleasman

   

   Chief Financial Officer and Corporate Secretary:

Robert W. Fishback

   

   Chief Technology Officer:

William Mark McVea

   

 

 
3

 

 

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.

 

   

Torvec, Inc.

June 16, 2014

 

By:

 

/s/ Robert W. Fishback

       

Robert W. Fishback

       

Chief Financial Officer and Principal Accounting Officer