Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Bond Laboratories, Inc. on July 17, 2013. The filing details the voting results for six proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Corporate Actions
- Company Name Change: Stockholders approved the amendment of the Articles of Incorporation to change the company name from Bond Laboratories, Inc. to FitLife Brands, Inc.
- Reverse Stock Split Authorization: Stockholders approved a resolution authorizing the Board to implement a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-40. This action may be taken at any time prior to December 31, 2014.
- Board Elections: John Wilson, Michael Abrams, and Lewis Jaffe were elected to the Board of Directors to serve until the 2014 annual meeting.
- Auditor Ratification: Stockholders ratified the appointment of Tarvaran Askelson & Company, LLP as the independent auditors for the fiscal year ending December 31, 2013.
Management Commentary and Governance
- Executive Compensation: Stockholders voted in favor of the advisory "Say-On-Pay" proposal regarding executive compensation.
- Voting Frequency: Stockholders selected a three-year frequency for future advisory votes on executive compensation, with the next required vote scheduled for the 2019 annual meeting.
Investor Verification Checklist
- Verify the exact reverse stock split ratio and implementation date once determined by the Board of Directors.
- Confirm the effective date of the name change to FitLife Brands, Inc. with the state of incorporation and the SEC.
- Review the definitive proxy statement filed on June 12, 2013, for detailed executive compensation disclosures.
- Monitor future filings for the actual execution of the reverse stock split prior to the December 31, 2014 deadline.