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 the earliest event reported) June 1, 2016
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-20852 | 16-1387013 | ||
| (State of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
| 2000 Technology Parkway, Newark, New York | 14513 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(315) 332-7100
(Registrant’s telephone number, including area code)
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 June 1, 2016, the Company held its 2016 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 six 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, (ii) withheld authority to vote for each Director, and (iii) were broker non-votes, are set forth in the table below.
| Director |
For | Withheld | Broker Non-Votes |
|||||||||
| Steven M. Anderson |
11,067,765 | 239,109 | 3,203,921 | |||||||||
| Michael D. Popielec |
11,083,759 | 223,115 | 3,203,921 | |||||||||
| Thomas L. Saeli |
11,085,965 | 220,909 | 3,203,921 | |||||||||
| Robert W. Shaw II |
10,859,856 | 447,018 | 3,203,921 | |||||||||
| Ranjit C. Singh |
11,084,055 | 222,819 | 3,203,921 | |||||||||
| Bradford T. Whitmore |
10,967,216 | 339,658 | 3,203,921 | |||||||||
2. The Company’s shareholders ratified the selection of the Company’s independent registered accounting firm as Freed Maxick CPA’s P.C. for 2016. The number of shares that (i) voted for the ratification of the accounting firm, (ii) voted against the ratification, and (iii) abstained from the vote, are set forth in the table below.
| For |
Against |
Abstain | ||
| 14,225,371 |
21,095 | 264,329 |
Item 8.01 Other Events.
Following the Annual Meeting, the newly elected Board of Directors met and took the actions described below.
Committee Assignment, Officer Positions and Board Compensation
The Board of Directors determined that the Committees of the Board of Directors be modified as follows: Robert W. Shaw II was named Chair of the Compensation and Management Committee and a member of the Corporate Development and Governance Committee and Ranjit C. Singh was named Chair of the Corporate Development and Governance Committee and a member of the Audit and Finance Committee. Previously, Mr. Shaw was Chair of the Corporate Development and Governance Committee and a member of the Audit and Finance Committee, and Mr. Singh was Chair of the Compensation and Management Committee and a member of the Corporate Development and Governance Committee. The Board also reaffirmed the Company’s Board Chair and Executive Officers. In addition, the Board of Directors determined that the amount of the Company’s compensation for each non-employee Director for July 1, 2016 through June 30, 2017 will be increased by $5,000 over the amounts for the period for July 1, 2015 through June 30, 2016.
Company’s Investor Presentation
Separately, management has posted a new investor presentation to the Investors section of the Company’s website, www.ultralifecorporation.com.
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.
| Date: June 3, 2016 |
ULTRALIFE CORPORATION | |||
| By: |
/s/ Philip A. Fain | |||
| Philip A. Fain | ||||
| Chief Financial Officer and Treasurer | ||||