taln20130605_8k.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): June 5, 2013


TALON INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

1-13669

95-4654481

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

21900 Burbank Blvd., Suite 270 

Woodland Hills, California   

91367
(Address of Principal Executive Offices) (Zip Code)

 

  

 

(818) 444-4100

(Registrant’s Telephone Number, Including Area Code)

 

 


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 ct (17 CFR 240.14d-2(B))


 

Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c))

 

 
 

 

 

Item 5.07     Submission of Matters to a Vote of Security Holders


On June 3, 2013, Talon held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 24,900,808 shares of our common stock and 407,160 shares of our Series B Preferred Stock (entitling each holder to 100 votes for each share of Series B Preferred Stock) were outstanding and entitled to vote, for a total of 65,616,808 voting shares entitled to vote. At the Annual Meeting, 49,960,770 voting shares (or approximately 76% of the total voting shares) were represented at the meeting in person or by proxy.


Immediately following the Annual Meeting, our board of directors was comprised of Mark Dyne, Lonnie D. Schnell, David Ellis, Mark J. Hughes, and Morris D. Weiss, all of whom were re-elected by the requisite vote of shareholders at the Annual Meeting.


The following summarizes vote results for those matters submitted to Talon’s stockholders for action at the Annual Meeting:


1.     Election of two directors by the holders of our common stock.


Director

Total Shares Voting on Matter

For

Withheld

Abstain

Broker Non-Votes

Mark Dyne

9,244,770

8,939,541

282,219

23,010

0

Lonnie D. Schnell

9,244,770

8,933,341

288,319

23,110

0

 


2.     Election of three directors by the holders of our Series B Preferred Stock (equivalent voting shares).


Director

Total Shares Voting on Matter

For

Withheld

Abstain

Broker Non-Votes

David Ellis

40,716,000

40,716,000

0

0

0

Mark J. Hughes

40,716,000

40,716,000

0

0

0

Morris D. Weiss

40,716,000

40,716,000

0

0

0

 

 
 

 

 

3.      Advisory vote on Executive Compensation (Say on Pay).


Executive Compensation

Total Shares Voting on Matter

For

Withheld

Abstain

Broker Non-Votes

Say on pay

49,960,770

49,430,955

485,215

44,600

0

 


4.      Advisory Vote on Frequency of vote on Executive Compensation (Say on Pay).


Frequency

Total Shares Voting on Matter

1 year

2 years

3 years

Abstain

Broker Non-Votes

Vote on frequency

49,960,770

46,587,535

217,796

3,048,439

107,000

0

 

 
 

 

 

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.

 

 

  TALON INTERNATIONAL, INC.  
       
        
Date:     June 5, 2013 By: /s/ Lonnie D. Schnell  
   

Lonnie D. Schnell, Chief Executive Officer