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 19, 2015
SHARPS COMPLIANCE CORP.
Commission File No. 001-34269

(Exact Name Of Registrant As Specified In Its Charter)
Delaware
74-2657168
(State Or Other Jurisdiction Of Incorporation or Organization)
(IRS Employer Identification No.)
 
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))
 


TABLE OF CONTENTS
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.07 Submission of Matters to a Vote of Security Holders.
 
SIGNATURES
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Non-Employee Board of Director Compensation Policy

On November 19, 2015, 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, 2015 through September 30, 2016, 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
                 
 
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 19, 2015, 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.
 
Proposal 1. The following nominees for directors were elected to serve one-year terms expiring at the 2016 annual meeting of stockholders:
 
Nominee
For
Against
Abstentions
Withheld
John W. Dalton
8,545,531
-
-
10,343
Parris H. Holmes
8,545,531
-
-
10,343
F. Gardner Parker
8,450,673
-
-
105,201
David P. Tusa
8,451,673
-
-
104,201
Phillip C. Zerrillo
8,545,531
-
-
10,343

Broker Non-Votes: 5,164,376
 

Proposal 2. The Non-Binding Advisory Vote on executive compensation:

For
Against
Abstain
7,982,743
548,953
24,178
 
Broker Non-Votes: 5,164,376
 
Proposal 3. The ratification by the Audit Committee of the Board of Directors of BDO USA, LLP as independent registered public accounting for the current fiscal year:
 
For
Against
Abstain
13,696,046
10,607
13,597
 
Broker Non-Votes: none
 

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 thereunto duly authorized.

Date: November 23, 2015
SHARPS COMPLIANCE CORP.
   
 
By: /s/ DIANA P. DIAZ
 
Vice President and Chief Financial Officer