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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
December 15, 2017
Date of report (date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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000-53166
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77-0664193
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(State or other jurisdictions of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Nos.)
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4400 Vanowen Street, Burbank, CA 91505
(Address of principal executive offices) (Zip
Code)
(303) 396-6100
(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 registrants
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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933
(230.405 of this chapter) or Rule 12b-2of the Securities Exchange
Act of 1934 (§ 240 12b-2 of this chapter).
Emerging
Growth Company ☐
If an
emerging growth company, indicate by a 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.
The 2017 Annual Meeting of Stockholders (the “Annual
Meeting”) of MusclePharm Corporation (the
“Company”) was held on December 15, 2017. A total of
10,024,297 shares of the Company’s common stock were present
at the meeting in person or by proxy, which represented 66% of the
shares entitled to vote, and which constituted a quorum for the
transaction of business. The matters presented for a vote and the
related results are as follows:
1. Election of
Directors
Proposal one was the election of four nominees to serve as
directors of the Company until the next annual meeting of
stockholders and until their respective successors have been
elected and qualified, or until their earlier resignation, removal
or death. The results of the vote were as follows:
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Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Ryan
Drexler
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3,704,420
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1,114,966
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5,204,911
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John J.
Desmond
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3,771,053
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1,048,333
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5,204,911
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William
J. Bush
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3,727,369
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1,092,017
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5,204,911
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Brian
Casutto
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3,714,355
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1,105,031
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5,204,911
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Pursuant to the foregoing votes, the four nominees listed above
were elected to serve on the Company’s Board of Directors for
a term expiring at the 2018 annual meeting of stockholders. There
were no additional director nominations brought before the Annual
Meeting.
2. Ratification of the
Independent Registered Public Accountants
Proposal two was the ratification of the appointment of EKS&H
LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2017. The results of
the vote were as follows:
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For
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Against
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Abstain
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8,290,815
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1,694,174
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39,308
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Pursuant to the foregoing vote, the ratification of EKS&H LLP
as the Company’s independent registered public accounting
firm for the fiscal year ended December 31, 2017 was
approved.
3. Advisory, Non-Binding
Vote on the Compensation of Named Executive
Officers
Proposal three was the approval, on a non-binding, advisory basis,
the compensation paid to the Company’s named executive
officers as described in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on November 9, 2017. The results of the vote were as
follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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3,441,172
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1,097,215
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280,999
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5,204,911
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Pursuant to the foregoing vote, on a non-binding, advisory basis,
the compensation paid to the Company’s named executive
officers, was approved.
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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MUSCLEPHARM CORPORATION
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By:
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/s/
Ryan Drexler
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Name:
Ryan Drexler
Title:
Chief Executive Officer and President
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Date:
December 19, 2017