Blueprint
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
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): August
16, 2019
FitLife Brands,
Inc.
(Exact name of
Registrant as specified in its Charter)
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Nevada
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000-52369
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20-3464383
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(State or other
jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS Employer
Identification
No.)
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5214 S. 136th
Street
Omaha, Nebraska
68137
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(Address of principal executive
offices)
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402-333-5260
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(Registrant’s Telephone
Number)
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Not
Applicable
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(Former name or address, if changed
since last report)
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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))
Securities
registered pursuant to Section 12(b) of the Exchange
Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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None
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None
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None
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR
240.12b-2) ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act ☐
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On August 16, 2019, Fitlife
Brands, Inc. (the “Company”)
held its 2019 Annual
Meeting of Stockholders (the “Annual Meeting”). The matters
voted upon at the Annual Meeting and the results of the voting are
set forth below.
Proposal No. 1- Election of
Directors
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Dayton
Judd
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537,566
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100%
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2,350
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0%
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Lewis Jaffe
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537,566
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100%
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2,350
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0%
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Grant
Dawson
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537,566
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100%
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2,350
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0%
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Seth
Yakatan
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537,566
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100%
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2,350
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0%
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Todd Ordal
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537,566
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100%
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2,350
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0%
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The Company’s
Directors are elected by a plurality of the votes cast.
Accordingly, each of the nominees named above were elected to serve
on the Board of Directors until the 2020 Annual Meeting of
Stockholders, or until their successors are elected and
qualified.
Proposal No. 2- Approval of the 2019 Omnibus
Incentive Plan
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Votes
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518,963
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19,953
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1,000
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% Voted
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96%
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4%
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0%
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The vote required to
approve this proposal was the affirmative vote of a majority of the
votes cast on the proposal. Accordingly, the Company’s
stockholders voted in favor of the 2019 Omnibus Incentive Plan,
included in the Company’s definitive proxy statement, filed
with the Securities and Exchange Commission on July 12,
2019.
Proposal No. 3- Advisory Vote to Approve
Executive Compensation (“Say-On-Pay
Proposal”)
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Votes
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536,566
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2,350
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1,000
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% Voted
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99%
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0%
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0%
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The vote required to
approve this proposal was the affirmative vote of a majority of the
votes cast on the proposal. Accordingly, the Company’s
stockholders voted, on an advisory basis, in favor of the
compensation paid to the Company’s
named executive officers, as disclosed in the Company’s
definitive proxy statement, filed with the Securities and Exchange
Commission on July 12, 2019.
Proposal No. 4- Advisory Vote to Approve the
Frequency of Advisory Votes on Executive
Compensation
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3 Years
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2 Years
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Votes
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357,961
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1,800
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180,155
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0
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% Voted
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66%
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0%
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33%
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0%
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The vote required to
approve this proposal was the affirmative vote of a majority of the
votes cast on the proposal. Accordingly, the Company’s
stockholders voted, on an advisory basis, in favor of holding a
vote every three years with respect to the frequency of a
shareholder vote on the compensation paid to the Company's named
executive officers.
Proposal No. 5- Ratification of Appointment of
Auditors
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Votes
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795,128
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5,402
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0
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% Voted
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99%
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1%
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0%
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The vote required to
approve this proposal was the affirmative vote of a majority of the
votes cast on the proposal. Accordingly, stockholders ratified the
appointment of Weinberg & Company P.A. as the
Company’s
independent auditors for the fiscal year ending December 31,
2019.
Item
8.01 Other Events.
On
August 16, 2019, the Company’s Board of Directors approved
the repurchase of up to $500,000 of the Company’s common
stock, par value $0.01 per share, over the next 24 months (the
“Share Repurchase
Program”).
The
Company intends to conduct its Share Repurchase Program in
accordance with all applicable securities laws and regulations,
including Rule 10b-18 of the Securities Exchange Act of 1934, as
amended. Repurchases may be made at management's discretion from
time to time on the open market or through privately negotiated
transactions at current market prices. The Company may suspend or
discontinue the Share Repurchase Program at any time, and may
thereafter reinstitute purchases, all without prior
announcement.
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.
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FitLife Brands,
Inc.
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Date: August 20,
2019
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By:
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/s/ Dayton
Judd
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Dayton Judd
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Chief Executive
Officer
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