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 18, 2015 

 

 

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 18, 2015, 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.

 

Director Nominee

Votes For

Votes

Withheld

Broker

Non-Votes

Thomas F. Bonadio

52,830,414

928,021

21,701,034

William W. Destler

53,293,673

464,762

21,701,034

Asher J. Flaum

53,291,934

466,501

21,701,034

Keith E. Gleasman

53,133,619

624,816

21,701,034

John W. Heinricy

53,298,823

459,612

21,701,034

Richard A. Kaplan

53,290,823

467,612

21,701,034

Thomas J. Labus

53,213,623

544,812

21,701,034

Charles N. Mills

53,301,834

456,601

21,701,034

E. Philip Saunders

53,291,823

466,612

21,701,034

Gary A. Siconolfi

52,540,314

1,218,121  

21,701,034

 

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, 2015. 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

 
 

74,920,571

428,738

110,160

 

 

3. The Company’s shareholders approved the Company’s executive officer compensation programs in effect for the 2015 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 2015 calendar year, and the number of broker non-votes, are summarized in the table below.

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

 

52,721,638

616,556

420,241

21,701,034

 

 
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:

 

Kathleen Browne

 

 

 

 
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 18, 2015

 

By:

 

/s/ Richard A. Kaplan

       


         
       

Richard A. Kaplan

Chief Executive Officer 

 

 

 

 

4