mattersputtoavote.htm




 
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 21, 2011 (November 17, 2011)
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:
 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 CFR240.14d-2(b))
 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 17, 2011, the Compensation Committee of 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 July 1, 2011 through September 30, 2012, 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 ($)
  $ 10,000     $ 6,000              
                             
Quarterly Restricted Stock Awards (shares):
                           
Board Membership
    2,500       2,500              
Chairman of the Board
    3,000                      
Audit Committee
                    375       187  
Compensation Committee
                    187       125  
Corporate Governance Committee
                    250       125  
                                 
Cash Fees for Special Meetings ($)
  $ 1,000     $ 1,000                  
                                 

Executive Officer Stock Option Awards

On November 17, 2011, the Compensation Committee of the Board of Directors approved the following stock option awards for certain named executive officers:

Officer
 
Stock Options
 
David P. Tusa, Chief Executive Officer and President
    125,000  
Claude A. Dance, Executive V.P., Sales and Marketing
    100,000  
Diana P. Diaz, Vice President and Chief Financial Officer
    30,000  
Gregory C. Davis, Vice President of Operations
    5,000  

The stock options were granted under the Company’s 2010 Stock Plan and vest over a four year period (one-quarter at end of each year beginning November 17, 2012).  The exercise price of the options are equal to the quoted end of trading day market price of the underlying common stock at date of grant, which on November 17, 2011, was $3.98 per share.

Executive Officer Employment Arrangements

On November 17, 2011, the Compensation Committee of the Board of Directors approved changes to the employment arrangements of certain named executive officers to increase severance periods in the event of termination without cause, as follows:  (i)  David P. Tusa (from 12 months to 18 months); (ii) Claude A. Dance (from 6 months to 9 months); and (iii) Diana P. Diaz (from 3 months to 6 months).  The Compensation Committee of the Board of Directors also approved a promotion for Mr. Dance from Senior Vice President, Sales and Marketing to Executive Vice President, Sales and Marketing.
 
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 17, 2011, 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 2012 annual meeting of stockholders:
 
Nominee
 
For
   
Against
   
Abstentions
   
Withheld
 
John W. Dalton
    7,976,664       -       -       107,045  
Parris H. Holmes
    7,980,682       -       -       103,027  
F. Gardner Parker
    7,907,055       -       -       176,654  
David P. Tusa
    7,975,781       -       -       107,928  
Phillip C. Zerrillo
    7,920,392       -       -       163,317  
 
Broker Non-Votes: 6,817,440
 
 
Proposal 2. The Non-Binding Advisory Vote on executive compensation:
 
For
   
Against
   
Abstain
 
  7,937,716       120,574       25,419  
 
Broker Non-Votes: 6,817,440
 
 
Proposal 3. The Non-Binding Advisory Vote on the frequency of future shareholder advisory votes on executive compensation:
 
One Year
   
Two Years
   
Three Years
   
Abstain
 
  7,381,008       27,746       662,519       12,436  
 
Broker Non-Votes: 6,817,440
 
 

 
 
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 21, 2011                                                                                               SHARPS COMPLIANCE CORP.


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