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Washington, D.C. 20549








Date of Report (Date of earliest event reported): November 18, 2021


Charles & Colvard, Ltd.

(Exact name of registrant as specified in its charter)


North Carolina 000-23329 56-1928817

(State or other jurisdiction of


(Commission File


(I.R.S. Employer

Identification No.)


170 Southport Drive  
Morrisville, North Carolina 27560
(Address of principal executive offices) (Zip Code)


(919) 468-0399

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value per share CTHR The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


Emerging growth company     ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨







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


Charles & Colvard, Ltd. (the “Company”) held its Annual Meeting of Shareholders on November 18, 2021 (the “Annual Meeting”). The shareholders considered three proposals, each of which is described in more detail in the definitive proxy statement for the Company’s 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on October 1, 2021 (the “Proxy Statement”).


Proposal 1: To elect five nominees described in the Proxy Statement to the Company’s Board of Directors. The votes were cast as follows:


For Withheld Broker Non-Votes
Anne M. Butler 13,249,363 440,359 8,865,815
Benedetta Casamento 13,203,698 486,024 8,865,815
Neal I. Goldman 13,026,418 663,304 8,865,815
Don O’Connell 13,566,676 123,046 8,865,815
Ollin B. Sykes 13,437,656 252,066 8,865,815


All director nominees were duly elected.


Proposal 2: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. The votes were cast as follows:


For   Against   Abstain  
22,407,354   64,271   83,912  


Proposal 2 was approved.


Proposal 3: To vote, on an advisory (nonbinding) basis, to approve executive compensation. The votes were cast as follows:


For   Against   Abstain   Broker Non-Votes
10,934,755   467,886   2,287,079   8,868,817


Proposal 3 was approved.







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.


    Charles & Colvard, Ltd.
November 19, 2021   By: /s/ Clint J. Pete
      Clint J. Pete
      Chief Financial Officer