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

ULTRALIFE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-20852		16-1387013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Technology Parkway, Newark, New York		14513
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (315) 332-7100

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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 June 7, 2011, Ultralife Corporation (the “Company”) held its 2011 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

1. The Company’s shareholders elected eight directors, all of whom constitute the Company’s entire board of directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (i) voted for the election of each director and (ii) withheld authority to vote for each director and the number of broker non-votes are set forth in the table below.

						Votes				Broker
Director Nominee		Votes For				Withheld				Non-Votes
Steven M. Anderson			11,079,097				130,050				4,523,903
Patricia C. Barron			10,957,099				252,048
James A. Croce			10,957,405				251,742
Micahel D. Popielec			11,080,457				128,690
Thomas L. Saeli			11,084,527				124,620
Robert W. Shaw II			11,079,667				129,480
Ranjit C. Singh			11,076,658				132,489
Bradford T. Whitmore			10,938,681				270,466

2. The Company’s shareholders voted for approval of an advisory resolution regarding executive compensation. The number of shares that voted for, against or abstained from voting for executive compensation and the number of broker non-votes are set forth in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,859,982		136,341		212,824		4,523,903

3. The Company’s shareholders considered the frequency of future advisory votes on executive compensation. The number of shares that voted for periods of 1 Year, 2 Years and 3 Years, or abstained from voting regarding future frequency of advisory votes on executive compensation and the number of broker non-votes are set forth in the table below.

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
3,697,866		35,259		7,265,498		210,524		4,523,903

4. The Company’s shareholders voted on the approval of an amendment to the Ultralife Corporation Amended and Restated 2004 Long-Term Incentive Plan, including an increase in the number of authorized shares under the plan and an amendment to the annual limitations set forth in the plan. The number of shares that voted for, against or abstained from voting on the approval of the amendment to the Ultralife Corporation Amended and Restated 2004 Long-Term Incentive Plan and the number of broker non-votes are set forth in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,236,586		948,099		24,462		4,523,903

5. The Company’s shareholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The number of shares that voted for, against or abstained from voting for the ratification of the selection of BDO USA, LLP and the number of broker non-votes are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
15,691,074		29,359		12,617		0

Item 8.01 Other Events.

Following the Annual Meeting, the newly-elected board of directors met and took the actions described below.

Committee Assignments

The board of directors changed the composition of each committee of the board of directors as follows:

Audit and Finance Committee:
Thomas L. Saeli — Chair
Patricia C. Barron
Robert W. Shaw II

Compensation and Management Committee:
Ranjit C. Singh — Chair
Steven M. Anderson
James A. Croce

Governance Committee:
Patricia C. Barron — Chair
Steven M. Anderson
Thomas L. Saeli

Strategy and Corporate Development Committee
Robert W. Shaw II — Chair
James A. Croce
Ranjit C. Singh

The Company’s board chair, Bradford T. Whitmore, will serve as an ex-officio member of each board committee. As an ex-officio member of each board committee, Mr. Whitmore will be able to attend and participate in all committee meetings but he will not be able to vote as a committee member and he will not receive any compensation for his committee service.

Board Compensation

The board of directors approved the Company’s cash compensation for directors. Each director will receive a board and committee cash retainer. Each non-employee director will receive an annual cash retainer of $20,000, except for the board chair, who will receive an annual cash retainer of $28,000. In addition, each director who is a member of a board committee will receive an additional cash retainer for such committee service as summarized in the table below.

		Annual Retainer for				Annual Retainer for
		Committee Members				Committee Chair
Audit and Finance Committee		$	6,750			$	16,750
Compensation and Management Committee		$	5,250			$	13,250
Governance Committee		$	4,500			$	9,500
Strategy and Corporate Development Committee		$	4,500			$	9,500

The board of directors did not modify the Company’s equity award for directors. The shares of stock comprising each non-employee director’s stock award, excluding the Board Chair, will have an aggregate annual value of $40,000 that will be granted in four equal installments of $10,000 on August 15, 2011, November 15, 2011, February 15, 2012 and May 15, 2012, respectively. The Board Chair will receive an award with an aggregate annual value of $66,000 that will be granted in four equal installments of $16,500 on the same dates as the grants to the other board members. The dollar value of the stock awards will be calculated using the value weighted average price of the Company’s common stock on the trading day prior to the date of grant. The number of shares of common stock granted to a non-employee director is determined by dividing the value of the awarded by the value weight average price on the date prior to the date of grant, rounded the nearest whole number.

Officer Positions

In accordance with the Company’s By-laws, the board elected the following corporate officers:

Board Chair: Bradford T. Whitmore
President and Chief Executive Officer: Michael D. Popielec
Secretary: Peter F. Comerford
Treasurer: Philip A. Fain
Assistant Secretary: Thomas A. Rall

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.