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 3, 2011

 

 

eDiets.com, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

000-30559		56-0952883
(Commission File Number)		(IRS Employer Identification No.)

1000 Corporate Drive

Suite 600

Fort Lauderdale, FL 33334

(Address of Principal Executive Offices) (Zip Code)

(954) 360-9022

(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 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))

 

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

At the eDiets.com, Inc. (the “Company”) 2011 Annual Meeting of Stockholders held on May 3, 2011, four proposals were submitted to and approved by the Company’s stockholders. Of 61,230,338 shares outstanding and entitled to vote at our Annual Meeting, 52,420,802 were present in person or by proxy. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 4, 2011. The following is a summary of the voting results for each matter presented to the stockholders:

Proposal 1

 

Election of Directors:		Votes For				Votes Withheld
Kevin A. Richardson, II			43,894,954				30,626
Robert L. Doretti			43,872,693				52,887
Lee S. Isgur			43,893,604				31,976
Ronald Luks			43,893,854				31,726
Pedro N. Ortega-Dardet			43,893,604				31,976
Kevin N. McGrath			43,892,404				33,176

Proposal 2

 

		Votes For				Votes Against				Votes Abstain				Broker Non-Vote
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm			52,148,714				128,416				143,672				—

Proposal 3

 

		Votes For				Votes Against				Votes Abstain				Broker Non-Vote
To approve the amendment of the Company’s Equity Incentive Plan			43,712,957				212,614				9				8,495,222

Proposal 4

 

		Votes For				Votes Against				Votes Abstain				Broker Non-Vote
To authorize the Board to effect a reverse stock split			51,518,992				862,102				39,708				—

 

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SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 5, 2011

 

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