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SPIR > SEC Filings for SPIR > Form 8-K on 22-May-2012All Recent SEC Filings

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Form 8-K for SPIRE CORP


22-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) On May 17, 2012, Spire Corporation (the "Company") held a Special Meeting in Lieu of Annual Meeting of Stockholders. At the close of business on March 26, 2012, the voting record date, there were 8,562,633 shares of Company common stock outstanding and entitled to vote. At the meeting, 7,356,874, or 85.92%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person.

(b) At the meeting, stockholders voted on the following:

(i) Proposal Number 1

The number of directors was fixed at seven. Udo Henseler, David R. Lipinski, Mark C. Little, Roger G. Little, Michael J. Magliochetti, Guy L. Mayer and Roger W. Redmond were elected to the Board of Directors to hold office until the 2013 annual meeting of stockholders. The results for Proposal Number 1 were as follows:

                           For       Withheld    Abstained   Broker Non-Votes
Udo Henseler            4,982,778      87,613        -          2,286,483
David R. Lipinski       4,978,633      91,758        -          2,286,483
Mark C. Little          4,474,830     595,561        -          2,286,483
Roger G. Little         3,879,342   1,191,049        -          2,286,483
Michael J. Magliochetti 4,982,678      87,713        -          2,286,483
Guy L. Mayer            4,982,278      88,113        -          2,286,483
Roger W. Redmond        4,982,678      87,713        -          2,286,483

(ii) Proposal Number 2

Stockholders ratified the selection of McGladrey LLP to act as the Company's independent registered public accountants for the fiscal year ending December 31, 2012. The results for Proposal Number 2 were as follows:
For Against Abstained Broker Non-Votes 7,212,538 84,163 60,173 -

(iii) Proposal Number 3

Stockholders voted to approve an amendment to the Company's 2007 Stock Equity Plan to (i) increase the number of shares that may be offered thereunder from 1,000,000 to 1,750,000, (ii) increase the maximum number of those shares that may be subject to the granting of awards other than stock options and stock appreciation rights from 500,000 to 1,000,000 and (iii) increase the maximum number of shares that may be granted to any one participant during any fiscal year, pursuant to awards other than stock options and stock appreciation rights, from 200,000 to 500,000. The results for Proposal Number 3 were as follows:
For Against Abstained Broker Non-Votes 3,715,832 1,343,253 11,306 2,286,483


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