Form: 8-K

Current report filing

March 21, 2013



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: March 21, 2013


    VISUALANT, INCORPORATED    

(Exact name of Registrant as specified in its charter)


    Nevada    

    0-25541    

    91-1948357    

(State or jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)


500 Union Street, Suite 420

Seattle, Washington 98101

                (206) 903-1351                

(Address of Registrant’s principal executive office and telephone number)




Section 8 – OTHER EVENTS

 

Item 8.01 Other Events.


Visualant, Inc. (“Visualant” or the “Company”) an industry-leading provider of chromatic-based identification and diagnostic solutions with its ChromaID™ technology, held its 2013 Annual Meeting of Stockholders on March 21, 2013.  The results of the Annual Meeting are set forth below.  Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on January 11, 2013.


Proposal No. 1 - The following five nominees were elected to serve on the Board of Directors until the 2014 Annual Meeting of Stockholders:


1

Ronald Erickson

For

49,204,568

 

 

Withheld

420,902

 

Jon Pepper

For

49,206,008

 

 

Withheld

419,462

 

Marco Hegyi

For

49,201,868

 

 

Withheld

423,602

 

James Gingo

For

43,028,746

 

 

Withheld

6,596,724

 

Ichiro Takesako

For

49,158,792

 

 

Withheld

466,678


Proposal No. 2 - Approved an amendment of the Company’s 2011 Stock Incentive Plan increasing the number of shares available for issuance under the Plan from 7,000,000 to 14,000,000 shares as follows:


2

Amendment to 2011 Stock Incentive

For

47,287,410

 

Plan

Against

1,136,073

 

 

Abstain

1,201,987

 

 

Non Vote

28,884,989


Proposal No. 3 - Approved an amendment and restatement of the Company’s Articles of Incorporation and Bylaws as follows:


3

Amendment and Restatement of

For

48,982,475

 

Articles and Incorporation and Bylaws

Against

462,710

 

 

Abstain

180,285

 

 

Non Vote

28,884,989


Proposal No. 4 - Approved an amendment providing the Board discretion to amend the Company’s Articles of Incorporation to affect a reverse stock split and decrease the number of authorized shares as follows:


4

Discretion to amend the Articles

For

72,881,117

 

of Incorporation to effect a reverse

Against

5,032,101

 

stock split and decrease the number

Abstain

597,239

 

of authorized shares

Non Vote


Proposal No. 5 - PMB Helin Donovan LLP, Inc. of Seattle, WA was ratified as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2013 as follows:


5

Ratify appointment of PMB Helin

For

77,711,975

 

Donovan, LLP as auditors

Against

105,322

 

 

Abstain

693,161

 

 

Non Vote


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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.


 

Registrant: VISUALANT, INCORPORATED

 

 

 

March 21, 2013

By:

/s/ Mark Scott

 

 

Mark Scott
Chief Financial Officer


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