8-K_Item_5_07_for_2_11_2014_meeting

 
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
Date of Report (Date of earliest event reported):  February 11, 2014
CSP Inc.
(Exact Name of Registrant as Specified in its Charter)

Massachusetts  
(State or Other Jurisdiction of Incorporation)
000-10843
(Commission File Number)
 
04-2441294
(IRS Employer
Identification Number)
43 Manning Road 
Billerica, Massachusetts 01821  
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (978) 663-7598
 
Not Applicable
(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 (see General Instruction A.2. below):
¨    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))
 




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

(b)    At the Company’s 2014 Annual Meeting on February 11, 2014, of the 3,573,751 shares outstanding and entitled to vote, 3,069,084 shares were represented, constituting a quorum.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as certified by the Inspector of Elections for the Meeting, are as follows:
 
Item No. 1:   Election of five directors to serve until the Company’s 2015 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below.
 
Nominee
 
For
 
Withhold
Victor Dellovo
 
1,247,895

 
71,182

Charles Blackmon
 
1,242,345

 
76,732

Robert Bunnett
 
1,242,395

 
76,682

C. Shelton James
 
1,235,774

 
83,303

Marilyn T. Smith
 
1,242,095

 
76,982


Item No. 2:   Vote to approve the Company's 2014 Employee Stock Purchase Plan, covering up to 250,000 shares of common stock, which was adopted by the Board of Directors on December 27, 2013.
For
 
Against
 
Abstain
1,278,585
 
33,737
 
6,755

Item No. 3:   Advisory vote to approve the compensation paid to the Company’s named executive officers, voted as follows:
    
For
 
Against
 
Abstain
553,442
 
753,536
 
12,099

 
 Item No. 4:
Ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for fiscal 2014, voted as follows:

    
For
Against
Abstain
3,019,545
40,197
9,342
    


Not later than 150 days after the date of the Annual Meeting, and in no event less than 60 days prior to the deadline for submission of shareholder proposals under Rule 14a-8 as disclosed in our most recent proxy statement, we will disclose, by amendment to this Form 8-K, the Company’s decision in light of the vote on Item 3 as to how frequently the Company will include a shareholder vote on the compensation of executives in our proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.


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.
 
 
 
CSP Inc.
 
 
By:   /s/ Gary W. Levine                                        
Name:   Gary W. Levine
Title:     Secretary
 




Dated: February 14, 2014