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 16,
2010
PROFILE
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation)
|
000-29196
(Commission
File
Number)
|
91-1418002
(I.R.S.
Employer
Identification
No.)
|
2
Park Avenue, Suite 201
Manhasset,
NY
|
11030
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (516) 365-1909
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))
Item
5.07 Submission of Matters to a Vote of Security Holders.
Profile Technologies, Inc. (the
“Company”) held its 2010 Annual Meeting (the “Annual Meeting”) of Stockholders
on November 16, 2010. Stockholders were asked to vote with respect to
six proposals. A total of 11,893,802 votes were cast as provided
below. Proposal Nos. 3, 4, 5, and 6 as well as four stockholder nominees for
director were received from stockholders after the filing date of the Company’s
proxy statement for the Annual Meeting.
Proposal No. 1 -
Stockholders elected six directors to the Company’s Board of Directors to serve
for a term of one year until the next annual meeting of stockholders or until
their successors are elected and qualified. The six nominees for
election to the Board of Directors that were listed in the Company’s proxy
statement for the Annual Meeting were all reelected and four stockholder
nominees were defeated. The votes regarding this proposal were as
follows:
|
|
For
|
|
Withheld
|
|
Abstained
|
|
Broker
Non-Votes
|
Henry
E. Gemino
|
|
8,843,193
|
|
566,674
|
|
0
|
|
2,483,935
|
Murphy
Evans
|
|
9,404,394
|
|
84,477
|
|
0
|
|
2,404,931
|
Charles
Christenson
|
|
9,412,653
|
|
76,217
|
|
0
|
|
2,404,932
|
Richard
L. Palmer
|
|
9,412,954
|
|
95,914
|
|
0
|
|
2,384,934
|
John
Agunzo
|
|
8,949,953
|
|
538,917
|
|
0
|
|
2,404,932
|
Thomas
Evans
|
|
9,404,393
|
|
84,477
|
|
0
|
|
2,404,932
|
Martin
I. Blaustein
|
|
20,000
|
|
11,461,026
|
|
0
|
|
412,776
|
James
Brennan
|
|
20,000
|
|
11,461,026
|
|
0
|
|
412,776
|
John
DeWees
|
|
70,000
|
|
11,461,026
|
|
0
|
|
362,776
|
Leon
Heller
|
|
20,000
|
|
11,461,026
|
|
0
|
|
412,776
|
Proposal No. 2 -
Stockholders ratified the selection of Peterson Sullivan LLP as the Company’s
independent registered public accounting firm for the fiscal year 2011. The
votes regarding this proposal were as follows:
For
|
|
Against
|
|
Abstained
|
|
Broker Non-Votes
|
11,695,867
|
|
161,033
|
|
36,902
|
|
0
|
Proposal No. 3 – A
stockholder proposal regarding approval that the Board of Directors is requested
to cease temporarily offerings and grants of the Company’s securities was voted
as follows:
For
|
|
Against
|
|
Abstained
|
|
Broker Non-Votes
|
124,443
|
|
11,769,359
|
|
0
|
|
0
|
Proposal No. 4 – A
stockholder proposal regarding approval that the Board of Directors is requested
to take steps in furtherance of the creation of a written strategic plan for the
Company was voted as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstained
|
|
Broker Non-Votes
|
356,666
|
|
11,486,026
|
|
51,110
|
|
0
|
Proposal No. 5 – A
stockholder proposal regarding approval that the Board of Directors is requested
to establish a search committee for the purpose of identifying individuals to
serve as executive officers of the Company and to fill vacancies that may occur
from time to time was voted as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstained
|
|
Broker Non-Votes
|
192,776
|
|
11,701,026
|
|
0
|
|
0
|
Proposal No. 6 – A
stockholder proposal regarding approval that the Board of Directors is requested
to terminate the employment of Henry Gemino and to seek his resignation from the
Board of Directors.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstained
|
|
Broker Non-Votes
|
70,000
|
|
11,823,802
|
|
0
|
|
0
|
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.
|
Profile
Technologies, Inc. |
|
|
|
|
|
By: /s/ Henry E.
Gemino
Henry
E. Gemino
Chief
Executive Officer & Chief Financial Officer
|
|
Date:
November 19, 2010