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): June 5, 2013

 

 

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

732-389-8950

(Registrant’s telephone number, including area code)

 

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):

 

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.

 

Wayside Technology Group, Inc. (the “Company”) held its annual meeting of stockholders on June 5, 2013. At such annual meeting, 4,108,298 shares of our common stock were represented either in person or by proxy, which is equal to 86.78% of our issued and outstanding common stock. At our annual meeting, the Company’s stockholders voted to (i) elect the seven nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) have an advisory vote to approve executive compensation of the Company’s Named Executive Officers; (iii) have an advisory vote on the frequency of future advisory votes on executive compensation; and (iv) ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2013.

 

Proposal 1: Election of Directors — The number of votes for, withheld and abstained from voting and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:

 

Nominee		Votes For		Votes Withheld		Votes Abstained		Broker Non- Votes
Simon F. Nynens		2,415,040		113,419		0		1,579,839
William H. Willett		2,157,214		371,245		0		1,579,839
F. Duffield Meyercord		2,407,619		120,840		0		1,579,839
Edwin H. Morgens		2,271,941		256,518		0		1,579,839
Allan D. Weingarten		2,411,159		117,300		0		1,579,839
Mark T. Boyer		2,393,145		135,314		0		1,579,839
Mike Faith		2,411,778		116,681		0		1,579,839

 

Proposal 2: Advisory Vote to Approve Executive Compensation of the Company’s Named Executive Officers— The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
2,109,862		397,753		20,844		1,579,839

 

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation— The final number of votes cast for once every year, once every two years, once every three years or abstaining from voting and broker non-votes were as follows:

 

Every 1 Year		Every 2 Years		Every 3 Years		Votes Abstained		Broker Non-Votes
2,157,811		6,490		348,819		15,340		1,579,838

 

Proposal 4: Ratification of the Appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2013 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
4,045,109		39,292		23,897		0

 

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SIGNATURE

 

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.

 

		WAYSIDE TECHNOLOGY GROUP, INC.
Date: June 6, 2013		By:	/s/ Simon F. Nynens
		Name:	Simon F. Nynens
		Title:	Chief Executive Officer

 

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