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TRNS > SEC Filings for TRNS > Form 8-K on 13-Sep-2012All Recent SEC Filings

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Form 8-K for TRANSCAT INC


13-Sep-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi


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

On September 12, 2012, Transcat, Inc. (the "Company") announced that Lee D. Rudow was named President of the Company, effective September 11, 2012. Mr. Rudow will continue to serve as the Company's Chief Operating Officer. Mr. Rudow succeeds Charles P. Hadeed, who will continue to serve as the Company's Chief Executive Officer.

Mr. Rudow, age 48, brings more than 25 years of experience in the calibration services and electronic test and measurement industry and strategic leadership experience to the Company. Prior to joining us in November 2011 as Chief Operating Officer, Mr. Rudow served as Vice President in various capacities for Simco Electronics, Inc., an independent provider of global calibration, repair, and software solutions, from 2008 until 2011. Prior to that, from 2006 to 2008, he was President and Chief Executive Officer of Davis Calibration, Inc. and served as President and Chief Executive Officer of its related business and predecessor, Davis Inotek Corp. from 1996 to 2006 and President of Davis Instruments Corp. from 1986 to 1996, respectively.

There was no arrangement or understanding between Mr. Rudow and any other person pursuant to which he was appointed President. Since March 27, 2011, there have been no transactions, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a party in which Mr. Rudow, or any member of his immediate family, had, or will have, a direct or indirect material interest.

In connection with Mr. Rudow's appointment as President, Mr. Rudow's annual base salary was increased from $250,000 to $300,000.

On September 12, 2012, the Company issued a press release announcing Mr. Rudow's appointment as President. The press release is attached to this Form 8-K as Exhibit 99.1.



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

At the annual meeting of shareholders of the Company held on September 11, 2012, the Company's shareholders voted on the matters described below.

Proposal 1. The Company's shareholders elected the following nominees as directors, each for a three-year term expiring in 2015.

Director Nominee     Votes For   Authority Withheld   Broker Non-Votes*
Francis R. Bradley   3,551,639         50,982             2,083,017
Alan H. Resnick      3,548,839         53,782             2,083,017
Carl E. Sassano      3,551,219         51,402             2,083,017

Proposal 2. The Company's shareholders ratified the selection of Freed Maxick CPAs, P.C. as the Company's independent registered public accounting firm for the fiscal year ending March 30, 2013.

Votes For Votes Against Votes Abstained 5,665,755 7,023 14,032


* Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of directors.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Transcat, Inc. Press Release dated September 12, 2012


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