rmcf_8k-081612.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): August 16, 2012




Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in is charter)





Colorado
 
0-14749
 
84-0910696
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
         
 
 
265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code:  (970) 259-0554

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 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.
 
On August 16, 2012, Rocky Mountain Chocolate Factory, Inc. (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at the DoubleTree Hotel, 501 Camino Del Rio, Durango, Colorado 81301. At the close of business on June 25, 2012, the record date for the Annual Meeting, there were a total of 6,022,741 shares of  Common Stock, par value $0.03 per share (the “Common Stock”), of the Registrant outstanding and entitled to vote. At the Annual Meeting, 5,455,402 or 90.6% of the outstanding shares of Common Stock entitled to vote were represented by proxy or in person and, therefore, a quorum was present.
 
The votes on the Election of Directors and to ratify Ehrhardt Keefe Steiner & Hottman PC as the Registrant’s Independent Registered Public Accounting Firm that were presented for stockholder vote at the Annual Meeting are as follows:
 
Proposal 1 — Election of Directors
 
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
           
Franklin E. Crail
3,429,906
 
25,456
 
2,000,040
           
Lee N. Mortenson
3,407,971
 
47,391
 
2,000,040
           
Bryan J. Merryman
3,420,198
 
35,164
 
2,000,040
           
Gerald A. Kien
3,424,317
 
31,045
 
2,000,040
           
Clyde Wm. Engle
2,002,313
 
1,453,049
 
2,000,040
           
Scott G. Capdevielle
3,434,447
 
20,915
 
2,000,040
 
Proposal 2 — Ratification of Appointment of Ehrhardt Keefe Steiner & Hottman PC as the  Independent Registered Public Accounting Firm of the Registrant for the fiscal year ending February 28, 2013.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-
Votes
             
5,436,381
 
13,181
 
5,840
 
 0
 
 
2

 
 
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 thereunto duly authorized.

 
 
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
 
       
Date: August 17, 2012
By:
/s/ Bryan J. Merryman  
    Bryan J. Merryman, Chief Operating Officer,  
    Chief Financial Officer, Treasurer and Director  

 
 
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