Gilman Ciocia Inc (fka GTAX)

[HDOGTX]

GTAX 8k

http://archive.fast-edgar.com/20130910/Aabt-A9naf-gj-i-axV-uxb-4L5-fD-oB/

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 9, 2013, Gilman Ciocia, Inc. (the “Company”) held a special meeting of stockholders of the Company for the purpose of considering and voting on the proposals described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 9, 2013 (the “Proxy Statement”). Holders of 62,192,939 shares of common stock of the Company, representing approximately 64% of the shares of the common stock of the Company outstanding and entitled to vote as of August 7, 2013, the record date for the special meeting, were present in person or represented by proxy at the special meeting. A summary of the voting results on each of the proposals submitted to a vote of the Company’s stockholders at the special meeting is set forth below:

Proposal 1: Adoption of the Merger Agreement

The Company’s stockholders adopted the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 20, 2013, by and among the Company, National Holdings Corporation (“National”) and National Acquisition Corp. (“Merger Sub”) and the transactions contemplated thereby. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of National. The tabulation of votes on this proposal was as follows:

For Against Abstain

62,125,180 62,256 5,503

Proposal 2: Non-Binding Vote on Certain Compensation Relating to the Merger

The Company’s stockholders approved, on a non-binding, advisory basis, the “golden parachute” compensation payable to one of the Company’s executive officers in connection with the merger as described in the Proxy Statement. The tabulation of votes for this proposal was as follows:

For Against Abstain

61,707,174 400,641 85,124

Proposal 3: Adjournment of the Special Meeting

The Company’s stockholders approved one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement. Because the Company’s stockholders approved Proposal 1, the Company did not need to adjourn the special meeting to solicit additional proxies in favor of Proposal 1.

For Against Abstain

62,088,896 95,237 8,803



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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.


Gilman Ciocia, Inc.

(Registrant)


Date: September 10, 2013
/s/ Michael Ryan

Name:
Michael Ryan

Title:
President



























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