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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)

November 24, 2014 (November 20, 2014)

SHARPS COMPLIANCE CORP.

Commission File No. 001-34269

(Exact Name Of Registrant As Specified In Its Charter)

9220 Kirby Drive, Suite 500

Houston, Texas 77054

(Address Of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code)

713-432-0300

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:

 

☐	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 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2014, the Board of Directors of Sharps Compliance Corp. (the “Company” or “Sharps”) approved Board of Director compensation for the Company’s non-employee directors effective for the period from October 1, 2014 through September 30, 2015, paid or issued quarterly (except for special board meetings) as follows:

 

Non-Employee Board of Directors Compensation		Chairman  of the Board				Board Member				Committee Chair				Committee Member
Quarterly Cash Retainer ($)		$15,000				$10,000
Quarterly Restricted Stock Awards (shares):
Board Membership		2,500				2,500
Chairman of the Board		1,250
Audit Committee										375				187
Compensation Committee										375				187
Corporate Governance Committee										250				125
Cash Fees for Special Meetings ($)		$1,000				$1,000

 

On November 20, 2014, the Compensation Committee of the Board of Directors approved the following stock option awards for certain named executive officers:

 

Officer		Stock Options
David P. Tusa, Chief Executive Officer and President			120,000
Diana P. Diaz, Vice President and Chief Financial Officer			65,000
Brandon L. Beaver, Senior Vice President of Sales			65,000
Gregory C. Davis, Vice President of Operation			25,000
Khairan “Al” Aladwani, Vice President of Quality Control/Assurance			25,000

The stock options were granted under the Company’s 2010 Stock Plan and will vest over a four year period (one-quarter at end of each year beginning November 20, 2015).  The exercise price of the options is equal to $4.30 per share.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of the stockholders of the Company, held on November 20, 2014, the matters voted upon at the Company’s Annual Meeting, and the results of the voting including broker non-votes as to such matters, were as stated below.

 

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Proposal 1. The following nominees for directors were elected to serve one-year terms expiring at the 2015 annual meeting of stockholders:

 

 

Broker Non-Votes: 3,933,745

 

Proposal 2. The Amendment to the Company’s 2010 Stock Plan to increase the number of shares of Common Stock available under the Plan by 2,000,000 shares:

 

 

Broker Non-Votes: 3,933,745

 

Proposal 3. The Non-Binding Advisory Vote on executive compensation:

 

 

Broker Non-Votes: 3,933,745

 

Proposal 4. The ratification by the Audit Committee of the Board of Directors of UHY LLP as independent registered public accounting for the current fiscal year:

 

 

Broker Non-Votes: none

 

Item 9.01.

Financial Statements and Exhibits.

 

None

 

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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 thereunto duly authorized.

 

 

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