Summary of MEADE INSTRUMENTS CORP

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Stockholders held July 12, 2012 (the "Annual Meeting"), the stockholders of Meade Instruments Corp. (the "Company") approved amendments to the Company's 2008 Stock Incentive Plan (the "Plan") that, among other things, (i) increased the number of shares available for issuance by 115,000, (ii) extended the Plan for an additional three years, and
(iii) increased the maximum number of shares that may be granted to an individual during any calendar year from 25,000 shares to 150,000 shares. The Board of Directors adopted the amendments on June 6, 2012, subject to stockholder approval at the Annual Meeting.

The Meade Instruments Corp. Amended and Restated 2008 Stock Incentive Plan, reflecting such amendments, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Meade Instruments Corp. (the "Company") was held on July 12, 2012. A total of 845,312 shares of the Company's common stock were present or represented by proxy at the meeting, representing more than 68.73% of the Company's shares outstanding as of the June 1, 2012 record date. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on June 8, 2012.

Proposal 1 - Election of six nominees to serve as directors until the next annual meeting and until their respective successors are elected and qualified. The results of the votes received were as follows:

                                  Votes For      Votes Withheld      Broker Non-Votes
    Michael R. Haynes                333,814              25,262               486,236
    Timothy C. McQuay                329,214              29,862               486,236
    Steven G. Murdock                333,687              25,389               486,236
    Mark D. Peterson                 333,692              25,384               486,236
    Frederick H. Schneider, Jr.      329,081              29,995               486,236
    Paul D. Sonkin                   330,240              28,836               486,236

Proposal 2 - Approval of Amendments to the Company's 2008 Stock Incentive Plan. The results of the votes received were as follows:

                     Votes      Votes          Votes          Broker
                      For      Against       Abstained      Non-Votes
                    236,029     121,767           1,280        486,236

Proposal 3 - Ratification of the Appointment of Moss Adams LLP as the Company's independent registered public accountants. The results of the votes received were as follows:

                     Votes     Votes          Votes          Broker
                      For     Against       Abstained       Non-Votes
                    811,620     28,157           5,535               0

Pursuant to the foregoing votes, the six nominees listed above were elected to serve on the Company's Board of Directors and Proposals 2 and 3 were approved.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished herewith:

Exhibit No.       Exhibit Title or Description

10.1              Meade Instruments Corp. Amended and Restated 2008 Stock Incentive
                  Plan

10.2              Form Non-Qualified Stock Option Agreement between the Company and
                  recipients of non-qualified options granted pursuant to the Meade
                  Instruments Corp. Amended and Restated 2008 Stock Incentive Plan

10.3              Form Non-Qualified Stock Option Agreement between the Company and
                  non-employee directors of the Company receiving options granted
                  pursuant to Section 8 of the Meade Instruments Corp. Amended and
                  Restated 2008 Stock Incentive Plan

10.4              Form Restricted Stock Agreement between the Company and
                  recipients of restricted shares of the Company's Common Stock
                  granted pursuant to the Company's Amended and Restated 2008 Stock
                  Incentive Plan