- Current report filing (8-K)
04 Janvier 2013 - 11:02PM
Edgar (US Regulatory)
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): December 28, 2012
ITEX Corporation
(Exact Name of Registrant
as Specified in its Charter)
Nevada
|
0-18275
|
93-0922994
|
(State or other jurisdiction of incorporation)
|
(Commission file number)
|
(IRS employer identification number)
|
3326 160
th
Avenue SE, Suite 100, Bellevue, WA
|
|
98008
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrant’s telephone, including
area code
(425) 463-4000
|
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 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))
Item 5.07
|
|
Submission of Matters to a Vote of Security Holders
|
At our Annual Meeting of Stockholders held
on May 14, 2012, the stockholders of ITEX Corporation voted on the following matters, which were described in detail in our Proxy
Statement filed with the Securities and Exchange Commission on March 14, 2012: (1) to elect three directors to serve until the
next annual meeting of stockholders or until their respective successors have been duly elected and qualified (“Proposal
1”); and (2) to ratify the selection of Ehrhardt Keefe Steiner & Hottman PC (“EKS&H”) as our independent
registered public accounting firm for the year ending July 31, 2012 (“Proposal 2”).
As previously
disclosed, the “Polonitza Group,” comprised of certain persons affiliated with David Polonitza, nominated two persons
to the Board of Directors in opposition to two of the three nominees set forth by the Company. On January 4, 2013, Carl T. Hagberg
and Associates, the independent inspector of elections for the 2012 Annual Meeting of Stockholders,
delivered its certification of final voting results dated as of May 14, 2012, which reported that the three Company nominees were
re-elected to the Board of Directors. Certification of election results had been delayed by court order (see information set forth
below under Item 8.01, which is incorporated into this Item 5.07 by reference).
The results for Proposal 1 were as follows:
Board of Directors Nominees
|
|
For
|
|
Withheld
|
Steven White
|
|
1,791,608
|
|
24,042
|
Eric Best
|
|
1,795,243
|
|
20,407
|
John A. Wade
|
|
1,788,479
|
|
27,171
|
Opposition Nominees
|
|
For
|
|
Withheld
|
Wayne P. Jones
|
|
1,326,170
|
|
2,762
|
David Polonitza
|
|
1,327,450
|
|
1,482
|
The results for Proposal 2 were as follows:
For
|
|
Against
|
|
Abstain
|
3,099,714
|
|
38,389
|
|
6,479
|
The independent inspector of elections reported that there were
zero broker non-votes on Proposal 1 and Proposal 2.
With respect to the matter described in
Note 11 ― “Legal Proceedings and Litigation Contingencies” to our consolidated financial statements included
in our Form 10-K for the fiscal year ended July 31, 2012, and Note 3 to our consolidated financial statements included in our Form
10-Q for the quarter ended October 31, 2012 (filed with the SEC on December 13, 2012), the Company, the individual defendants,
and the plaintiff reached an agreement, subject to court approval, to settle the lawsuit originally filed in September 2011 in
the King County Superior Court for the State of Washington. At a hearing held on December 28, 2012, the King County Superior Court
approved the settlement and dissolved the injunction that had delayed certification of the 2012 annual shareholders’ meeting
election results. A judgment dismissing the lawsuit with prejudice and dissolving the injunction was entered on December 28, 2012.
Under the terms of the settlement agreement approved by the Court, we will implement certain corporate governance measures and
our insurer will pay a portion of the attorneys’ fees and costs of plaintiff’s counsel. All parties to the litigation
received a full and complete release of all claims asserted or that could have been asserted against them in the litigation. The
judgment will become final thirty days from December 28, 2012.
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.
|
|
ITEX Corporation
(Registrant)
|
|
|
|
Date
: January
4, 2013
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven White
|
|
|
|
|
Steven White
Chief Executive Officer
|
ITEX (PK) (USOTC:ITEX)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
ITEX (PK) (USOTC:ITEX)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024