form8k.htm


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) May 23, 2013

Charles & Colvard, Ltd.
(Exact name of registrant as specified in its charter)

North Carolina
000-23329
56-1928817
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)


300 Perimeter Park Drive, Suite A
  
Morrisville, North Carolina
27560
(Address of principal executive offices)
(Zip Code)
 

(919) 468-0399
(Registrant’s telephone number, including area code)

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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.

Charles & Colvard, Ltd. (the “Company”) held its Annual Meeting of Shareholders on May 23, 2013. The shareholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 22, 2013.


Proposal 1:  To elect seven members to the Company’s Board of Directors. The votes were cast as follows:

 
For
  
Withheld
  
Broker Non-Votes
David B. Barr
9,039,766
  
290,927
  
6,060,998
H. Marvin Beasley
9,040,678
  
290,015
  
6,060,998
Anne M. Butler
8,534,290
  
796,403
  
6,060,998
George R. Cattermole
8,870,114
  
460,579
  
6,060,998
Dr. Charles D. Lein
8,974,515
  
356,178
  
6,060,998
Randall N. McCullough
9,041,028
  
289,665
  
6,060,998
Ollin B. Sykes
8,852,381
  
478,312
  
6,060,998

All director nominees were duly elected.


Proposal 2:  To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. The votes were cast as follows:

For
  
Against
  
Abstain
15,331,894
  
29,994
  
29,803

Proposal 2 was approved.


Proposal 3:  To vote, on an advisory (nonbinding) basis, to approve executive compensation. The votes were cast as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
7,922,159
  
1,359,258
  
49,276
  
6,060,998

Proposal 3 was approved.


Proposal 4:  To vote, on an advisory (nonbinding) basis, on the frequency of future shareholder advisory votes to approve executive compensation. The votes were cast as follows:

Every Year
  
Every 2 Years
  
Every 3 Years
  
Abstain
  
Broker Non-Votes
7,891,691
  
1,294,484
  
103,080
  
41,438
  
6,060,998
 
Proposal 4 was approved for “Every Year.”

Based on the results set forth in Proposal 4 above, and consistent with the previous recommendation of the Board of Directors of the Company, the Board of Directors determined at its meeting on May 23, 2013, that the Company will hold an advisory (nonbinding) vote to approve executive compensation every year until the next required advisory (nonbinding) vote on the frequency of future shareholder advisory votes to approve executive compensation occurs.
 
 
 
 

 
SIGNATURE
 

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.
 
 
  Charles & Colvard, Ltd.  
       
May 28, 2013
By:
/s/ Timothy L. Krist  
    Timothy L. Krist  
    Chief Financial Officer