perma20150922_8k.htm

 

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)

September 17, 2015 

  

 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

1-11596

  

58-1954497

(State or other

  

(Commission File

  

(IRS Employer

jurisdiction of

  

Number)

  

Identification No.)

 incorporation)

        

 

8302 Dunwoody Place, Suite 250, Atlanta, Georgia  

   30350

(Address of principal executive offices)                                         

(Zip Code)

 

Registrant's telephone number, including area code

(770) 587-9898 

  

 

Not applicable

(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:

 

| _ |   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))

 

 

 
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Section 5 – Corporate Governance and Management

 

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

 

(a)           On September 17, 2015, Perma-Fix Environmental Services, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “2015 Annual Meeting”).

 

(b)           As of the record date for the 2015 Annual Meeting, 11,525,888 shares of the Common Stock were outstanding, each entitled to one vote per share. At the 2015 Annual Meeting, of those 11,525,888 outstanding shares of Common Stock, 8,554,630 shares were present at the meeting in person or by proxy, representing approximately 74.221% of the Company’s securities entitled to vote.

 

At the 2015 Annual Meeting, stockholders (1) reelected seven directors to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified; (2) ratified the appointment of Grant Thornton, LLP, as the Company’s independent registered public accounting firm for the 2015 fiscal year; and (3) approved, by non-binding advisory vote, the 2014 compensation of the Company’s named executive officers.

 

The final results of each of the proposals voted on by the Company’s stockholders are described below:

 

Proposal No. 1—Election of Directors:

 

Nominee

  

Votes For

  

Votes Withheld

         

Dr. Louis F. Centofanti

  

5,129,624

  

105,774

John M. Climaco

  

4,959,660

  

275,738

Dr. Gary Kugler

  

3,491,491

  

1,743,907

Jack Lahav

  

5,132,825

  

102,573

Joe R. Reeder

  

3,455,808

  

1,779,590

Larry M. Shelton

  

3,501,074

  

1,734,324

Mark A. Zwecker

  

3,458,727

  

1,776,671

 

There were 3,319,232 broker non-votes for each nominee.

 

Proposal No. 2—Ratification of Independent Registered Public Accounting Firm:

 

Votes For

  

Votes Against

  

Votes Abstained

         

8,491,956

  

2,959

  

59,715

 

There were no broker non-votes on this matter.

 

 

 
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Proposal No. 3—Approval, by an Advisory (Non-Binding) Vote, of the 2104 Compensation of the Company’s Named Executive Officers:

 

Votes For

  

Votes Against

  

Votes Abstained

         

5,129,878

  

96,638

  

8,882

 

There were 3,319,232 broker non-votes on this matter.

 

Section 8 – Other Events

 

Item 8.01 Other Events

 

Board of Director Committees

 

On September 17, 2015, the Company’s Board of Directors (the “Board”) revised the compositions of the Audit Committee and the Compensation and Stock Option Committee as follows:

 

Audit Committee

 

Mark Zwecker – Chairman

Larry Shelton

Jack Lahav

 

Mr. Jack Lahav replaced Dr. Gary Kugler as a member of the Audit Committee. The Board has determined that Mr. Lahav meets the NASDAQ’s composition requirements, including the requirements regarding financial literacy and financial sophistication, and that Dr. Kugler is independent under the NASDAQ listing standards and the rules of the Securities and Exchange Commission (“SEC”) regarding audit committee membership. The composition of the Company’s Audit Committee continues to meet all independence and other requirements pursuant to applicable NASDAQ and SEC rules.

 

Compensation and Stock Option Committee

 

Dr. Gary Kugler – Chairman

Joe Reeder

Larry Shelton

Mark Zwecker

 

The composition of the Company’s Compensation and Stock Option Committee continues to meet all independence and other requirements pursuant to applicable NASDAQ and SEC rules.

 

 

 
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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.

 

Dated: September 22, 2015

 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ben Naccarato

 

 

 

Ben Naccarato

 

    Vice President and  

 

 

Chief Financial Officer

 

 

 

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