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BIRNER DENTAL MANAGEMENT SERVICES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 10, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On June 5, 2014, at the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Birner Dental Management Services, Inc. (the "Company"), the Company's shareholders approved an amendment to the Company's 2005 Equity Incentive Plan ("Plan") to increase the number of shares of common stock that the Company is authorized to issue under the Plan by 250,000 shares to a total of 1,025,000 shares.

The Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and stock grants to eligible employees (including officers and employee-directors) and non-qualified stock options to eligible employees, directors and consultants. Eligible employees are key employees of the Company, including officers and employee-directors, whose efforts the Company is dependent on for the success of the Company. The Plan is administered by the Compensation Committee of the Company's Board of Directors.

The foregoing summary of the Plan is subject to, and qualified in its entirety by, the complete text of the Plan, as amended, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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

On June 5, 2014, the Company held its Annual Meeting. The following is a summary of the matters voted on at the Annual Meeting and the final voting results for such matters:

Proposal 1. To elect one Class II director to the Board of Directors to serve a three-year term until the 2017 Annual Meeting of Shareholders, or until his successor is elected and has been duly qualified:

Broker For Withheld Non-Votes Brooks G. O'Neil 1,141,608 16,021 0



Proposal 2. To approve an amendment to increase the number of shares of the Company's common stock available for issuance under the Company's 2005 Equity Incentive Plan by 250,000 shares:

For Against Abstain Broker Non-Votes 978,953 178,518 158 0



Each proposal was approved by the Company's shareholders by the required vote.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 Birner Dental Management Services, Inc. 2005 Equity Incentive Plan, as amended as of June 5, 2014.


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Source: Edgar Glimpses


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