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NTSC > SEC Filings for NTSC > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for NATIONAL TECHNICAL SYSTEMS INC /CA/

Form 8-K for NATIONAL TECHNICAL SYSTEMS INC /CA/


29-Oct-2012

Amendment or Waiver to Code of Ethics, Submission of Matters


Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On October 24, 2012, our Board of Directors approved a revised Code of Business Ethics (the "Code") that applies to all of our directors and employees, including our Chief Executive Officer and Chief Financial Officer. The Code supersedes our original Code of Business Ethics to address a broader range of ethical situations and provide more extensive guidance of company policies. The adoption of the Code did not result in a waiver or an implicit waiver (as defined in Instruction 2 to Item 5.05) of any provision of the original Corporate Code of Business Ethics. The Code has been posted in the Investor Relations section of our website, www.nts.com, under Corporate Governance. A copy of the Code is attached as Exhibit 14.1.



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

On October 24, 2012, the following proposals were submitted to our shareholders at our annual meeting of shareholders:

1. Election of Directors. To elect three Class I directors for terms expiring in 2015, and until their respective successors are duly elected and qualified.

2. Ratify the Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2013.

The proposals are more fully described in our proxy statement delivered to our shareholders entitled to notice of and to vote at our annual meeting of shareholders.

The final voting results of each proposal follows:

Proposal 1 - Election of Directors: Our shareholders elected each of John Foster, William McGinnis and Donald Tringali as Class I directors for terms expiring in 2015, and until their respective successors are duly elected and qualified. Votes cast were as follows:

Director           Votes For   Withheld   Broker Non-Votes
John Foster        6,166,565   292,650       1,376,126
William McGinnis   6,166,366   292,879       1,376,126
Donald Tringali    6,165,392   293,282       1,376,126

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm: Our shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013. Votes cast were as follows:

For Against Abstain Broker Non-Votes 7,674,177 159,018 1,954 0




Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit Number Description
14.1 Code of Business Ethics.


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