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ZOLT > SEC Filings for ZOLT > Form 8-K on 5-Feb-2013All Recent SEC Filings

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Form 8-K for ZOLTEK COMPANIES INC


5-Feb-2013

Results of Operations and Financial Condition, Submission of Matters to a Vo


Item 2.02 Results of Operations and Financial Condition.

On January 31, 2013, Zoltek Companies, Inc. (the "Registrant") issued a press release announcing its financial results for the quarter ended December 31, 2012. A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1. The information in this Item 2.02 of Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.



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

The Registrant's annual meeting of shareholders was held on February 1, 2013. As of the record date, December 10, 2012, there were 34,355,192 shares of the Company's common stock issued and outstanding. The holders of 22,185,597 shares of common stock, 64.6% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy, and this amount represented a quorum. At the annual meeting, the shareholders considered and voted upon the following:

1. Election of Directors. The following two individuals were elected as Class II directors of the Registrant and received the number of votes set forth opposite their respective names:

Name Votes For Votes Withheld Abstentions Broker Non-Votes Michael D. Latta 21,224,968 26,526 527,463 12,576,235 Pedro Reynoso 21,243,201 8,293 527,463 12,576,235

2. Ratification of Appointment of Public Accounting Firm. The shareholders of the Registrant ratified the appointment of Ernst and Young LLP as the Registrant's independent registered public accounting firm for the fiscal year ending September 30, 2013, as follows:

Votes For:        30,930,511
Votes Against:    207,664
Votes Withheld:   86,268
Broker Non-Votes: 3,130,749

3. Advisory Vote on Executive Compensation. The shareholders of the Registrant approved the advisory resolution relating to the Registrant's executive compensation as follows:

Votes For:        21,357,148
Votes Against:    717,177
Votes Withheld:   111,272
Broker Non-Votes: 12,169,595

4. Advisory Vote on Frequency of Advisory Vote on Executive Compensation. The shareholders of the Registrant approved the annual frequency of future advisory votes relating to the Registrant's executive compensation as follows:

One Year:         21,029,716
Two Years:        141,317
Three Years:      827,756
Abstentions:      141,808
Broker Non-Votes: 12,169,595

The Company has decided that it will include a shareholder vote on the compensation of executives in the proxy statement annually until the next required vote on the frequency of shareholder votes on executive compensation.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. Not applicable.

(b) Pro forma financial information. Not applicable.

(c) Exhibits. See Exhibit Index.

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