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AstroNova, Inc. 8-K 2013

Documents found in this filing:

  1. 8-K
  2. 8-K
form8k52213.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)
 
May 21, 2013
 
______________
 
 
ASTRO-MED, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
______________
 
 
COMMISSION FILE NUMBER   0-13200
 

RHODE ISLAND
05-0318215
(STATE  OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(IRS EMPLOYER IDENTIFICATION NUMBER)
 
600 EAST GREENWICH AVENUE, WEST WARWICK, RI 02893
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
(401-828-4000)
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 





 
 

 

 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 
On May 21, 2013, Astro-Med, Inc. (the “Registrant”) held its Annual Meeting of Shareholders (the “Meeting”) in West Warwick, Rhode Island.  Of the 7,390,906 shares of the Registrant’s common stock outstanding as of the record date, 6,735,947 shares were present or represented by proxy at the Meeting.  At the Meeting, the shareholders voted to (i) elect five directors to serve until the next annual meeting or until their respective successors are elected and qualified, (ii) approve an advisory (non-binding) proposal on the Company’s executive compensation, (iii) approve an advisory (non-binding) proposal on the frequency of the vote regarding the Registrant’s executive compensation, and (iv) ratify the appointment of Ernst & Young LLP as independent auditors for the Company.  The voting results from the Meeting were as follows:
 
1. Election of Directors
                       
   
For
   
Withhold
             
Everett V. Pizzuti
    3,125,260       1,801,038              
Graeme MacLetchie
    3,032,788       1,893,510              
Mitchell I. Quain
    3,054,615       1,871,683              
Harold Schofield
    3,059,977       1,866,321              
Hermann Viets
    3,125,160       1,801,138              
                             
   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
2. To consider and approve an advisory (non-binding) proposal on the Registrant’s executive compensation
    4,247,022       656,165       23,111       1,809,649  
                                 
   
Three Years
   
Two Years
   
One Year
   
Abstain
 
                                 
3. To consider and approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Registrant’s executive compensation
    1,157,863       612,827       3,123,282       32,326  
                           
   
For
   
Against
   
Abstain
         
                                 
4. To ratify the appointment of Ernst & Young LLP as independent auditors for the Registrant
    6,671,861       61,164       2,922          
 
As indicated above, a majority of votes cast on the proposal regarding the frequency of submission of the vote regarding the Registrant’s executive compensation were cast in favor of holding future advisory votes on executive compensation every year. After considering the preferences expressed at the Meeting, the Registrant’s Board of Directors determined to hold future non-binding, advisory votes on executive compensation every year, so that the next such vote will be held at its 2014 Annual Meeting of Shareholders. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of the vote regarding the Registrant’s executive compensation no later than its 2019 Annual Meeting of Shareholders.
 

 
 
 

 
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
 
 
(c)           Exhibit
 
 
Exhibit no.    Exhibit
 
None.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
 
  ASTRO-MED, INC.>  
       
Date:  May 22, 2013
By:
/s/ Joseph P. O'Connell  
    Joseph P. O'Connell  
    Senior Vice President, Treasurer and Chief Financial Officer  
       

 
 




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