Document



 

 
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)
November 15, 2018
SHARPS COMPLIANCE CORP.
Commission File No. 001-34269

(Exact Name Of Registrant As Specified In Its Charter)
Delaware
74-2657168
(State Or Other Jurisdiction Of
Incorporation or Organization)
(IRS Employer Identification No.)

9220 Kirby Drive, Suite 500
Houston, Texas 77054
(Address Of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code)
713-432-0300

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:
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 CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 




 

TABLE OF CONTENTS
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

Item 9.01
Financial Statement and Exhibits.

SIGNATURES

        




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

Non-Employee Board of Director Compensation Policy

On November 15, 2018, the Board of Directors of Sharps Compliance Corp. (the “Company” or “Sharps”) approved Board of Director compensation for the Company’s non-employee directors effective for the period from October 1, 2018 through September 30, 2019, paid or issued quarterly (except for special board meetings) as follows:

Non-Employee Board of Directors Compensation
Chairman of the Board
Board Member
Committee Chair
Committee Member
Quarterly Cash Retainer ($)
$15,000
$10,000
 
 
 
 
 
 
 
Quarterly Restricted Stock Awards (shares):
 
 
 
 
Board Membership
  2,500
   2,500
 
 
Chairman of the Board
  1,250
 
 
 
Audit Committee
 
 
375
187
Compensation Committee
 
 
375
187
Corporate Governance Committee
 
 
250
125
 
 
 
 
 
Cash Fees for Special Meetings ($)
$ 1,000
 $ 1,000
 
 

In addition, the Board of Directors approved the board and committee assignments for the current year as noted below:

Directors
Chairman of the Board
Audit Committee
Compensation Committee
Acquisition Committee
Corporate Governance Committee
Phillip C. Zerrillo
Chairman
 
 
 
 
John W. Dalton
 
Member
Chair
 
Member
Parris H. Holmes
 
Member
Member
Member
Chair
F. Gardner Parker
 
Chair
Member
Member
Member

Item 5.07.    Submission of Matters to a Vote of Security Holders.
At the annual meeting of the stockholders of the Company, held on November 15, 2018, the matters voted upon at the Company’s Annual Meeting, and the results of the voting including broker non-votes as to such matters, were as stated below.
Proposal 1. The following nominees for directors were elected to serve one-year terms expiring at the 2019 annual meeting of stockholders:
Nominee
For
Against
Abstentions
Withheld
John W. Dalton
8,595,681
—
—
32,046

Parris H. Holmes
8,555,781
—
—
71,946

F. Gardner Parker
6,919,127
—
—
1,708,600

David P. Tusa
8,521,031
—
—
106,696

Phillip C. Zerrillo
6,923,477
—
—
1,704,250


Broker Non-Votes: 6,414,923
 




Proposal 2. The vote on the amendment to the Company's certificate of incorporation to increase the authorized shares of common stock from 20,000,000 to 40,000,000 shares:
For
Against
Abstain
14,817,536
205,591
19,523

Broker Non-Votes: None

Proposal 3. The Non-Binding Advisory Vote on on executive compensation:
For
Against
Abstain
8,526,799
82,299
18,629

Broker Non-Votes: 6,414,923

Proposal 4. The ratification of the selection by the Audit Committee of the Company's Board of Directors of BDO USA, LLP as the Company's independent registered public accounting firm for the current fiscal year:
For
Against
Abstain
14,969,112
43,489
30,049

Broker Non-Votes: None

Item 9.01.    Financial Statements and Exhibits.
None




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 thereunto duly authorized.

Date: November 16, 2018                     SHARPS COMPLIANCE CORP.


 
By: /s/ DIANA P. DIAZ
 
Vice President and Chief Financial Officer