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ARTX > SEC Filings for ARTX > Form 8-K on 9-Jun-2009All Recent SEC Filings

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Form 8-K for AROTECH CORP


9-Jun-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Finan


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

See material disclosed under Items 8.01 and 9.01.



Item 8.01 Other Events.

On June 9, 2009, at the Annual Meeting of Stockholders of Arotech Corporation (the "Registrant"), the stockholders of the Registrant voted on the following proposals with the following results:

1. Electing three Class I directors for a three-year term ending in 2012 and continuing until their successors are duly elected and qualified:

                                                         Shares
                                    Votes                  Not
                        Votes For Withheld  Abstentions  Voting
Dr. Jay M. Eastman      9,132,889 1,283,445      0          0
Steven Esses            9,344,821 1,071,513      0          0
Michael E. Marrus       9,269,865 1,146,468      0          0

(Directors whose terms of office continued after the meeting were Robert S. Ehrlich, Edward J. Borey, Seymour Jones, and Elliot Sloyer)

2. Amending the Company's Amended and Restated Certificate of Incorporation to reduce its authorized common stock from 250,000,000 shares to 50,000,000 shares:

                        Votes For   Votes   Abstentions  Shares
                                   Against                 Not
                                                         Voting
                        9,999,801  400,992    15,539        0

3. Amending the Company's Amended and Restated Certificate of Incorporation to authorize the Board of Directors, in addition to the stockholders, to make, amend and repeal the Company's by-laws:

                        Votes For   Votes   Abstentions  Shares
                                   Against                 Not
                                                         Voting

2,327,757 1,285,645 10,933 6,791,938

4. Amending the Company's Amended and Restated Certificate of Incorporation to include a provision pursuant to which the Company will be governed by Section 203 of the General Corporation Law of the State of Delaware:

                        Votes For   Votes   Abstentions  Shares
                                   Against                 Not
                                                         Voting

2,491,958 1,118,228 14,209 6,791,938

5. Adopting the Arotech 2009 Equity Incentive Plan and reserving 5,000,000 shares of common stock for issuance under such plan and ratifying certain previous issuances of restricted stock:

Votes For Votes Abstentions Shares
                                   Against                 Not
                                                         Voting
                        2,430,021 1,176,000   18,374    6,791,938

Accordingly, Proposals 1, 2 and 5 were approved, and Proposals 3 and 4 failed due to their not having received a majority of the issued and outstanding share capital of the Registrant as required under Delaware law.

The amendment to the Registrant's Certificate of Incorporation approved by the stockholders of the Registrant in Proposal 2 above is filed as an exhibit to this Current Report on Form 8-K.




Item 9.01 Financial Statements and Exhibits.

As described above, the following Exhibit is furnished as part of this Current Report on Form 8-K:

   Exhibit
    Number                                 Description
     3.1         Amendment to the Company's Amended and Restated Certificate of
                 Incorporation, filed on June 9, 2009

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