8K - 2012 Shareholders' Vote


cUNITED 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):   July 19, 2012

VOXX INTERNATIONAL CORPORATION
(formerly known as Audiovox Corporation)
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
0-28839
(Commission File Number)
13-1964841
(IRS Employer Identification No.)
 
180 Marcus Blvd., Hauppauge, New York
(Address of principal executive offices)
 
11788
(Zip Code)


Registrant's telephone number, including area code (631) 231-7750




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 file 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(e))




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

On July 19, 2012, the following matters were voted upon and approved by VOXX International Corporation's (the “Company”) shareholders at the Company's Annual Meeting of Shareholders.

(1)
The election of nine members to the Board of Directors; and,

(2)
The ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2013; and

(3)
The approval and adoption of the Company's 2012 equity incentive plan.

1.    Election of Directors

Director's Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Class A Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
Paul C. Kreuch, Jr.
 
15,218,243
 
1,216,534
 
3,143,796
Dennis F. McManus
 
15,221,629
 
1,213,148
 
3,143,796
Peter A. Lesser
 
15,255,378
 
1,179,399
 
3,143,796
 
 
 
 
 
 
 
Class A and B Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
John J. Shalam
 
32,016,362
 
7,027,955
 
3,143,796
Patrick M. Lavelle
 
32,044,873
 
6,999,444
 
3,143,796
Charles M. Stoehr
 
30,807,350
 
8,236,967
 
3,143,796
Philip Christopher
 
38,167,417
 
876,900
 
3,143,796
Ari M. Shalam
 
31,873,375
 
7,170,942
 
3,143,796
Fred S. Klipsch
 
31,831,618
 
7,212,699
 
3,143,796

2.
Ratification of the Appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2013:

Votes For
 
Votes Against
 
Votes Abstained
 
 
 
 
 
41,982,636

 
161,460

 
44,017


3.
The Approval and Adoption of the Company's 2012 Equity Incentive Plan:

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
38,363,264

 
632,676

 
48,377

 
3,143,796






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 thereunto duly authorized.


VOXX International Corporation (Registrant)


Date: July 23, 2012
BY: /s/ Charles M. Stoehr
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer