lgl8k_20110809.htm

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): August 4, 2011

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
     
Delaware
1-106
38-1799862
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
2525 Shader Road, Orlando, FL
32804
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

 
(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.
 
On August 4, 2011, The LGL Group, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”).
 
The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s 2012 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) the adoption and approval of the 2011 Incentive Plan; and (iii) the ratification of the appointment of McGladrey & Pullen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.  The number of shares of the Company’s common stock outstanding and eligible to vote as of June 23, 2011, the record date of the Annual Meeting, was 2,617,260.
 
Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders.  Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:
 
Nominee
For
Withheld
    
James Abel
1,429,814
35,951
    
Michael Chiu
1,420,073
45,692
    
Vincent Enright
1,428,739
37,026
    
Timothy Foufas
1,395,011
70,754
    
Marc Gabelli
1,453,796
11,969
    
Patrick J. Guarino
1,395,090
70,675
    
Manjit Kalha
1,453,722
12,043
    
Paul Kaminski
1,395,365
70,400
    
         
Proposal
For
Against
Abstain
Broker
Non-Votes
Adoption and approval of the 2011 Incentive Plan
994,266
465,802
5,697
931,264
         
Ratification of the appointment of McGladrey & Pullen LLP
2,352,868
19,331
24,830
−

 
Item 8.01.
Other Events.
 
On August 9, 2011, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.
 
(d)  
Exhibits
 
Exhibit No.                                Description
 
99.1                                Press Release dated August 9, 2011.
 

 
 
 

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.
 

 
August 9, 2011
THE LGL GROUP, INC.
   
   
 
By:
/s/ R. LaDuane Clifton
   
Name:
R. LaDuane Clifton
   
Title:
Chief Accounting Officer


 
 
 

EXHIBIT INDEX
Exhibit No.                                Description
 
99.1                                Press Release dated August 9, 2011.