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

 

 

May 21, 2014

Date of Report (Date of earliest event reported)

 

ELITE PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Nevada 001-15697 22-3542636
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

165 Ludlow Avenue, Northvale NJ 07647

(Address of principal executive offices)

 

(201) 750-2646

(Registrant’s telephone number, including area code)

 

 

(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 Company’s 2014 Annual Meeting of Shareholders was held on May 21, 2014. The requisite quorum for the meeting of 50% was present. At the meeting, Shareholders voted as follows:

 

Proposal 1: The Shareholders elected (a) two Class I directors to an initial one-year term expiring at the 2015 annual meeting, (b) two Class II directors to an initial two-year term expiring at the 2016 annual meeting and (c) two Class III directors to an initial three-year term expiring at the 2017 annual meeting. The final voting results with respect to the six directors so elected to the Company’s board (with the class of each director set forth next to his respective name) were as follows:

 

Nominees  For   Withheld   Broker Non-Votes 
             
Jerry Treppel, Class I   441,851,350    7,663,663    182,843,336 
Jeenarine Narine, Class I   441,289,806    8,225,207    182,843,336 
Barry Dash, Ph.D., Class II   442,788,891    6,726,122    182,843,336 
Ashok Nigalaye, Ph.D., Class II   441,674,474    7,840,539    182,843,336 
Nasrat Hakim, Class III   443,673,996    5,841,017    182,843,336 
Jeffrey Whitnell, Class III   443,805,493    5,709,520    182,843,336 

 

Proposal 2: The Shareholders approved the amendment of our Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 690,000,000 shares to 995,000,000 shares. The final voting results with respect to this Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 607,566,655    21,894,995    641,293    2,255,406 

 

Proposal 3: The Shareholders ratified the appointment of Demetrius Berkower, LLC as our independent registered public accounting firm for the fiscal year ending March 31, 2014. The final voting results with respect to this Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 619,345,924    9,144,963    3,867,462    - 

 

Proposal 4: The Shareholders approved, on a non-binding advisory basis, the executive compensations of the Company’s named executive officers as described in the Proxy Statement. The final voting results with respect to this Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 430,783,769    12,185,101    6,546,143    182,843,336 

 

 
 

 

Proposal 5: The Shareholders recommended, on a non-binding advisory basis, the option of “every three years” with respect to the frequency of Shareholder advisory votes on executive compensation. The final voting results with respect to this Proposal were as follows:

 

3 years   2 years   1 year   Abstain   Broker Non-Votes 
 414,015,867    9,060,071    17,324,960    9,114,115    182,843,336 

 

Proposal 6: The Shareholders approved Elite Pharmaceutical’s 2014 Equity Incentive Plan. The final voting results with respect to this Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 434,619,494    9,636,165    5,259,354    182,843,336 

 

After reviewing the results for Proposal No. 5, the Company’s Board has determined to take the recommendation of Shareholders and to obtain the Shareholder advisory vote on executive compensation, every three years.

 

For more information, please see the May 23, 2014 press release furnished as exhibit 99.1 to this report.

 

Item 9.01.Financial Statements and Exhibits.

 

The following exhibits are filed with this Current Report on Form 8-K:

 

  (d) Exhibits:    
  3.1   Amended to the Articles of Incorporation of Elite Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada on May 23, 2014
  99.1   Press release dated May 23, 2014

 

SIGNATURE

 

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.

 

Dated: May 23, 2014 ELITE PHARMACEUTICALS, INC.
   
  By:  /s/ Nasrat Hakim
    Nasrat Hakim
    Chief Executive Officer