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PMFI > SEC Filings for PMFI > Form 8-K on 30-Nov-2012All Recent SEC Filings

Show all filings for PROBE MANUFACTURING INC

Form 8-K for PROBE MANUFACTURING INC


30-Nov-2012

Submission of Matters to a Vote of Security Holders


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

On November 28, 2012, we held our 2012 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following three proposals: (i) to re-elect four nominee directors, each to hold office for a one-year term expiring at the 2012 Annual Meeting of Shareholders and until his successor is duly elected and qualified (Proposal No. 1); (ii) authorize and approve a reverse stock split of the Company's issued and outstanding shares of common stock by a ratio of ten-to-one (Proposal No. 2); and (iii) to ratify the appointment of W.T. Uniack & Co, CPA's, P.C., as our independent registered public accounting firm for the year ending December 31, 2012 to hold a non-binding, advisory vote on executive compensation (Proposal No. 3). The three proposals are described in detail in our definitive proxy statement, dated November 12, 2012 as filed on Schedule 14A on November 27, 2012.

At the close of business on November 6, 2012, the record date for the determination of shareholders entitled to vote at our 2012 annual meeting of shareholders, there were 199,069,056 shares of the Company's common stock entitled to vote, each share being entitled to one vote and constituting all of the outstanding voting securities of the Company. At our 2012 annual meeting of shareholders, the holders of 156,233,903 shares of the Company's common stock entitled to vote were represented in person or by proxy, constituting a quorum.

Proposals No. 1, 2 and 3 were approved by our stockholders by the requisite vote necessary for approval. The votes with respect to each of the proposals are set forth below.

Proposal 1. To reelect three directors, each to hold office for a one-year term expiring at the 2012 Annual Meeting of Stockholders and until his successor is duly elected and qualified:

                  Nominee            Shares For       Shares Withheld
                  Kambiz Mahdi       156,147,403              86,500
                  John Bennett       156,167,403              66,500
                  Robert Young       156,167,403              66,500
                  Shervin Talieh     156,147,403              86,500

No broker non-votes were cast in the election of our directors.

Proposal 2. To authorize and approve a reverse stock split of the Company's issued and outstanding shares of common stock by a ratio of ten-to-one:

                    Shares For           155,819,808
                    Shares Against           414,095
                    Shares Abstained               0

No broker non-votes were cast in the authorization and approval a reverse stock split of the Company's issued and outstanding shares of common stock by a ratio of ten-to-one.

Proposal 3. To ratify the appointment of W.T. Uniack & Co, CPA's, P.C. as our independent registered public accounting firm for the year ending December 31, 2012:

                    Shares For           156,217,403
                    Shares Against                 0
                    Shares Abstained          16,500

No broker non-votes were cast in the ratification of the appointment of W.T. Uniack & Co, CPA's, P.C. as our independent registered public accounting firm.

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