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IIN > SEC Filings for IIN > Form 8-K on 30-Apr-2013All Recent SEC Filings

Show all filings for INTRICON CORP | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

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

(a) The Annual Meeting of Shareholders of the Company was held on April 24, 2013.

(b) At the meeting, the Company's shareholders: (i) re-elected Mark S. Gorder and Michael J. McKenna as directors of the Company, each for a term of three years and until their respective successor is duly elected and qualified;
(ii) approved, on an advisory basis, the Company's executive compensation as disclosed in the Company's proxy statement, referred to as "say-on-pay"; (iii) approved, on an advisory basis, that the "say-on-pay" vote should occur every year, referred to as "say-on-frequency"; and (iv) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent auditor for fiscal year 2013.

The terms of the following directors continued after the meeting: Nicholas A. Giordano, Robert N. Masucci and Philip N. Seamon.

The tabulation of votes for each proposal is as follows:

(1) Election of Directors:

Nominee Votes For Withheld Authority Broker Non-Votes Mark S. Gorder 2,444,382 21,218 2,057,746 Michael J. McKenna 1,761,102 704,498 2,057,746

(2) Approval of Executive Compensation ("Say-on-Pay"):

Votes For        2,155,714
Votes Against       76,830
Votes Abstained    233,056

Broker Non-Votes 2,057,746

(3) Proposal on Frequency of Executive Compensation Vote ("Say-on-Frequency")

Votes For Every Year        1,136,743
Votes For Every Two Years      30,125
Votes For Every Three Years 1,057,994
Votes Abstained               240,738

 (4) Ratification of Appointment of Independent Auditor:

Votes For        4,510,523
Votes Against           69
Votes Abstained     12,754
Broker Non-Votes       ---

In accordance with the shareholders' recommendation, the Company's Board has determined to hold the advisory vote on executive compensation every year until the Company holds another advisory vote on the frequency of the advisory vote on executive officer compensation, which will occur no later than the Company's annual meeting in 2019.

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