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): July1, 2015
IMPLANT SCIENCES CORPORATION
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
001-14949 |
| 04-2837126 |
(Commission File Number) |
| (I.R.S. Employer Identification Number) |
500 Research Drive, Unit 3
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices, including Zip Code)
(978) 752-1700
(Registrants Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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
An Annual Meeting of Stockholders of Implant Sciences Corporation (the Company) was held on July 1, 2015. At the meeting, there were 66,015,646 shares of common stock represented to vote either in person or by proxy, or 88.6% of the outstanding shares of common stock, which represented a quorum. As of the record date, May 26, 2015, there were 74,499,120 shares of common stock outstanding and entitled to vote at the meeting. At the meeting, the following proposals were voted upon and approved:
Proposal No. 1: Election of Directors
The final vote for this matter presented to the Stockholders at the Annual Meeting was as follows:
|
| For |
| Withheld |
Dr. William McGann |
| 26,962,485 |
| 1,095,013 |
Robert P. Liscouski |
| 24,354,133 |
| 3,703,365 |
Michael C. Turmelle |
| 22,953,243 |
| 5,104,255 |
James M. Simon, Jr. |
| 27,173,517 |
| 883,981 |
Proposal No. 2: To consider and act upon a proposal to ratify the selection of the firm of Marcum LLP the Companys independent registered public accountants for the fiscal year ending June 30, 2015.
The final vote for this matter presented to the Stockholders at the Annual Meeting was as follows:
|
|
|
|
For |
| 64,641,521 | |
Against |
| 1,211,837 | |
Abstain |
| 162,288 |
Proposal No. 3: To approve an amendment to the Companys Restated Articles of Organization to increase the number of authorized shares of Common Stock by 50,000,000 shares to 250,000,000 shares.
The final vote for this matter presented to the stockholders at the Annual Meeting was as follows:
For |
| 49,775,783 |
Against |
| 15,708,205 |
Abstain |
| 531,658 |
Proposal No. 4: To approve an amendment to the Companys 2004 Stock Option Plan (the Plan) to increase the aggregate number of shares of the Companys common stock, par value $0.001 per share (the Common Stock) available for issuance under the Plan by 16,000,000 shares to 20,000,000 shares.
The final vote for this matter presented to the Stockholders at the Annual Meeting was as follows:
For |
| 17,730,585 |
Against |
| 10,092,071 |
Abstain |
| 234,842 |
Broker Non-Votes |
| 37,958,148 |
Proposal No. 5: To approve the Companys Amended and Restated 2014 Stock Option Plan (the Plan).
The final vote for this matter presented to the Stockholders at the Annual Meeting was as follows:
For |
| 21,196,425 |
Against |
| 6,628,268 |
Abstain |
| 232,805 |
Broker Non-Votes |
| 37,958,148 |
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Proposal No. 6: To approve named executive officer compensation, as disclosed in the Proxy Statement, on a non-binding advisory basis.
The final vote for this matter presented to the Stockholders at the Annual Meeting was as follows:
|
|
|
|
For |
| 22,930.783 | |
Against |
| 4,858,045 | |
Abstain |
| 268,670 | |
Broker Non-Votes |
| 37,958,148 |
Proposal No. 7: To approve the frequency of holding an advisory vote on executive compensation, on a non-binding advisory basis.
The final vote for this matter presented to the Stockholders at the Annual Meeting was as follows:
|
|
|
|
One Year |
| 8,895,063 | |
Two Years |
| 3,440,242 | |
Three Years |
| 14,998,335 | |
Abstain |
| 723,858 |
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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.
IMPLANT SCIENCES CORPORATION
By: /s/ Roger P. Deschenes
Roger P. Deschenes
Vice President, Finance and Chief Financial Officer
Date: July 7, 2015
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