innovativefood8k013012.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): January 25, 2012

Innovative Food Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Florida 0-9376 20-1167761
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

3845 Beck Blvd., Suite 805, Naples, Florida
34114
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:  (239) 596-0204
 
 
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):
 
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 5.03.  Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On January 25, 2012 the registrant’s board of directors made the following amendments to its Bylaws:

(i)  
Article II, Section 1:  The date of the Annual Meeting shall be established by the Board of Directors.
(ii)  
Article II, Section 4:  Notice may also be given by any means permitted by the federal securities laws.
(iii)  
Article II, Section 6:  Replace President with CEO.
(iv)  
Article II, Section 7:  Delete reference to Robert’s Rules of Order and replace it with the discretion of the Chairman.
(v)  
Article II, Section 10:  Only one Inspector of Elections is necessary.
(vi)  
Article III, Section 3:  Deleted.  Replaced with: Unless the Board of Directors appoints a Chairman of the Board, for purposes of these By-laws, the person serving as Chairman at the last Annual Meeting shall be considered the Chairman.
(vii)  
Article III, Section 7:  Add at the end: Notice may also be given by facsimile, email or leaving a voicemail message on a director’s cell phone, all of which shall be deemed the equivalent of personally delivering a written notice.
(viii)  
Article IV, Section 1:  Add at the end: Notice may also be given by facsimile, email or leaving a voicemail message on a director’s or shareholder’s cell phone, all of which shall be deemed the equivalent of personally delivering a written notice.
(ix)  
Article V, Sections 4, 6 & 7:  All references to President shall be changed to CEO.
(x)  
Article VII, Sections 1 and 5:  All references to President shall be changed to CEO.
(xi)  
Article VIII, Section 1(c):  Stocks certificates may be signed by the President or CEO.

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

On January 25, 2012, the registrant held an annual meeting for its shareholders.  Following is a brief description of the matters presented to the shareholders and the voting results.
 
1.
Joel Gold, Michael Ferrone, Sam Klepfish, Solomon Mayer and Hank Cohn were duly elected directors of the Company.
 
The number of votes cast with respect to this matter was as follows:
 

Nominees for
Directors
  
 
For
    
 
Withheld
  
Joel Gold
     113,199,695       79,983,925  
Michael Ferrone
     179,171,404       14,012,216  
Sam Klepfish
     166,706,302       26,477,318  
Solomon Mayer
     113,049,694       80,133,925  
Hank Cohn
     113,049,695       80,133,925  

 
 There were 46,777,223 broker held non-voted shares represented at the Meeting with respect to this matter.
 
 
 
 

2.
The proposal to amend the Company’s Certificate of Incorporation to increase its authorized capital to 3,000,000,000 shares of common stock, par value of $0.0001 per share, received the following votes but was rendered moot by the approval of Item 4.
 
The number of votes cast with respect to this matter was as follows:
 
FOR
126,953,944
AGAINST
112,770,895
ABSTAIN
236,004

 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

3.
The proposal to amend the Company’s Certificate of Incorporation to convert its authorized preferred stock to be blank check preferred stock, par value of $0.0001 per share, was not approved.
 
The number of votes cast with respect to this matter was as follows:
 
FOR
108,954,579
AGAINST
84,214,030
ABSTAIN
15,011

 
There were 46,777,223 broker held non-voted shares represented at the Meeting with respect to this matter.
 
4.
The proposal to authorize the Company’s Board of Directors to implement a reverse split of the Company’s outstanding Common Stock, at its discretion, in a ratio ranging from 40:1 to 60:1, was approved.
 
The number of votes cast with respect to this matter was as follows:
 
FOR
197,457,326
AGAINST
42,433,755
ABSTAIN
69,762

 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.
 
 
 
 

5.
The proposal to change the Company’s domicile from Florida to Delaware was approved.
 
The number of votes cast with respect to this matter was as follows:
 
FOR
164,018,797
AGAINST
28,744,815
ABSTAIN
420,008
 
 
There were 46,777,223 broker held non-voted shares represented at the Meeting with respect to this matter.

6.
The proposal to ratify and approve the adoption of the Company’s 2011 Stock Option Plan, and the awards previously issued thereunder was approved.
 
The number of votes cast with respect to this matter was as follows:
 
FOR
160,923,185
AGAINST
31,845,424
ABSTAIN
415,011

 
There were 46,777,223 broker held non-voted shares represented at the Meeting with respect to this matter.

7.
The proposal to ratify the appointment by the Board of Directors of RBSM LLP, as independent public accountants for the Company for the current fiscal year was approved.
 
The number of votes cast with respect to this matter was as follows:
 
FOR
203,146,753
AGAINST
14,200,848
ABSTAIN
22,613,242

 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.
 
Item 9.01.  Financial Statements and Exhibits.

 
(c)
Exhibits.

Exhibit Number
Description
3.1
 
 
 
 
 
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.
 
  INNOVATIVE FOOD  HOLDINGS, INC.  
       
Dated:  January 31, 2012
By:
/s/ Sam Klepfish  
    Sam Klepfish  
    CEO  
       
 
 
 
 
 
Exhibit Index

Exhibit Number
Description
3.1