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) May 23, 2013
PSYCHEMEDICS CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-13738 | 58-1701987 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 125 Nagog Park, Acton, Massachusetts | 01720 |
| (Address of Principal Executive Offices) | (Zip Code) |
(978) 206-8220
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 (see General Instructions 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the 2013 Annual Meeting, the following items were voted on by stockholders:
| a. | Messrs. Raymond C Kubacki, Harry Connick, Walter S. Tomenson, Jr. and Fred J. Weinert were each elected by the stockholders to a term to expire in 2014. |
| Nominees | For | Withheld | Broker Non-Votes | |||||||||
| Raymond C. Kubacki | 3,397,431 | 17,212 | 1,419,635 | |||||||||
| Harry Connick | 3,385,227 | 29,416 | 1,419,635 | |||||||||
| Walter S. Tomenson, Jr. | 3,397,256 | 17,387 | 1,419,635 | |||||||||
| Fred J. Weinert | 2,875,705 | 538,938 | 1,419,635 | |||||||||
| b. | The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Corporation’s named executive officers disclosed in the Proxy Statement, including the compensation tables and related disclosure. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 3,212,481 | 174,100 | 28,061 | 1,419,635 | |||||||||||
| c. | The stockholders voted, on an advisory (non-binding) basis, on the frequency of which the Corporation should hold future advisory votes on executive compensation. |
| Three Years | Two Years | One Year | Abstain | Broker Non-Votes | ||||||||||||||
| 1,276,618 | 31,543 | 1,935,234 | 171,247 | 1,419,635 | ||||||||||||||
| d. | Management’s proposal to ratify the appointment of BDO USA, LLP as Psychemedics’ independent registered public accounting firm for 2013 was approved. |
| For | Against | Abstain | ||||||||
| 4,818,073 | 8,195 | 8,010 | ||||||||
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.
| PSYCHEMEDICS CORPORATION | ||
| Dated: May 29, 2013 | ||
| By: | /s/ Neil L. Lerner | |
| Neil L. Lerner, Vice President - Finance | ||