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
Date of Report (Date of earliest event reported): March 29, 2013
PARK CITY GROUP, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada |
000-03718 |
37-1454128 |
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(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
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299 South Main Street, Suite 2370, Salt Lake City, Utah |
84111 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (435) 645-2000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
On March 29, 2013, Park City Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
Proposal No. 1- Election of Directors
Stockholders approved the election of Randall K. Fields, Robert P. Hermanns, Robert W. Allen, James R. Gillis, William S. Kies, Jr., Richard Juliano, Austin F. Noll, Jr. and Ronald C. Hodge to serve on the Board of Directors until the 2014 annual meeting of stockholders, or until their successors are elected and qualified.
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For |
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Against |
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Abstain |
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Not Voted |
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Randall K. Fields |
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8,837,476 |
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830,203 |
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13,418 |
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4,167,489 |
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Robert P Hermanns |
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8,812,992 |
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854,687 |
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13,418 |
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4,167,489 |
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Robert W. Allen |
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9,471,733 |
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195,946 |
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13,418 |
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4,167,489 |
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James R. Gillis |
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8,770,699 |
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896,980 |
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13,418 |
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4,167,489 |
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William S. Kies, Jr. |
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8,837,493 |
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830,186 |
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13,418 |
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4,167,489 |
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Richard Juliano |
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8,778,849 |
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888,830 |
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13,418 |
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4,167,489 |
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Austin F. Noll, Jr. |
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8,837,493 |
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830,186 |
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13,418 |
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4,167,489 |
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Ronald C. Hodge |
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8,837,493 |
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830,186 |
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13,418 |
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4,167,489 |
Proposal No. 2- Approval of an Amendment to and Restatement of the Company’s 2011 Employee Stock Purchase Plan
Stockholders approved an amendment to and restatement of the Company’s 2011 Employee Stock Purchase Plan to increase the number of authorized shares to 200,000 and to make certain other changes.
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For |
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Against |
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Abstain |
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Not Voted |
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8,715,531 |
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886,242 |
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79,324 |
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4,167,489 |
Proposal No. 3- Approval of an Amendment to and Restatement of the Company’s 2011 Stock Incentive Plan
Stockholders approved an amendment to and restatement of the Company’s 2011 Stock Incentive Plan to increase the number of authorized shares to 550,000 and to make certain other changes.
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For |
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Against |
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Abstain |
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Not Voted |
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8,604,335 |
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990,858 |
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85,904 |
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4,167,489 |
Proposal No. 4- Advisory Vote to Approve Executive Compensation
Stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers, as disclosed in the Executive Compensation section of the Company’s definitive proxy statement, dated February 28, 2013.
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For |
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Against |
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Abstain |
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Not Voted |
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8,997,182 |
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581,107 |
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102,808 |
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4,167,489 |
Proposal No. 5- Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation
Stockholders approved, on an advisory (non-binding) basis, holding an advisory vote on the compensation of the Company’s named executive officers every three years. The Board of Directors will take this result into consideration, and the Company will file an amendment to this Form 8-K within the timeframe prescribed under Item 5.07 once the Board makes a final determination as to how frequently the Company will conduct an advisory vote on executive compensation in its proxy materials.
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One Year |
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Two Years |
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Three Years |
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Abstain |
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Not Voted |
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1,485,975 |
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473,625 |
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7,552,158 |
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169,339 |
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4,167,489 |
Proposal No. 6- Ratification of Appointment of Auditors
Stockholders ratified the appointment of HJ & Associates, LLC as the Company’s independent auditors for the fiscal year ending June 30, 2013.
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For |
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Against |
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Abstain |
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12,463,871 |
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1,366,386 |
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18,329 |
For more information about the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on February 28, 2013.
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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.
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PARK CITY GROUP, INC. |
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Date: April 1, 2013 |
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By: |
/s/ Randall K. Fields |
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Randall K. Fields |
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Chief Executive Officer |
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