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 24, 2012 |
|
Advanced Photonix, Inc. |
| (Exact Name of Registrant as specified in its Charter) |
|
Delaware |
1-11056 |
33-0325826 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
2925 Boardwalk, Ann Arbor, Michigan |
48104 |
|
(Address of principal executive offices) |
(Zip Code) |
| Registrant's telephone number, including area code: | (734) 864-5600 |
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
The 2012 Annual Meeting of Stockholders (“2012 Annual Meeting”) of Advanced Photonix, Inc. (the “Company”) was held on August 24, 2012, where the Company’s stockholders voted on the following two proposals:
1. The election of six director nominees to serve as members of the Company’s Board of Directors (the “Board”) until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified (Proposal 1); and
2. The ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2013 (Proposal 2).
The votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal 1 - Election of Directors. The stockholders elected each of the following six nominees to the Board by a plurality of the votes cast, in accordance with the Company’s By-Laws, with terms expiring at the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| For | Withheld | Abstain | Broker Non-Vote | ||||||
| Richard D. Kurtz | 9,372,753 | 3,003,839 | 14,875,899 | ||||||
| Robin F. Risser | 11,814,327 | 562,265 | 14,875,899 | ||||||
| Lance Brewer | 8,907,820 | 3,468,772 | 14,875,899 | ||||||
| M. Scott Farese | 9,013,355 | 3,363,237 | 14,875,899 | ||||||
| Donald Pastor | 9,994,623 | 2,381,969 | 14,875,899 | ||||||
| Stephen P. Soltwedel | 9,088,055 | 3,288,537 | 14,875,899 |
Proposal 2 – Ratification of Independent Auditors. The stockholders ratified the appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2013.
| For | Against | Abstain | Broker Non-Vote | ||||
| 25,406,059 | 564,724 | 1,281,708 |
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.
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ADVANCED PHOTONIX, INC. |
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By: |
/s/ Richard D. Kurtz |
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Richard Kurtz, Chief Executive Officer |
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Dated: |
August 27, 2012 |
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