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ALOT > SEC Filings for ALOT > Form 8-K on 22-May-2013All Recent SEC Filings

Show all filings for ASTRO MED INC /NEW/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ASTRO MED INC /NEW/


22-May-2013

Submission of Matters to a Vote of Security Holders


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 21, 2013, Astro-Med, Inc. (the "Registrant") held its Annual Meeting of Shareholders (the "Meeting") in West Warwick, Rhode Island. Of the 7,390,906 shares of the Registrant's common stock outstanding as of the record date, 6,735,947 shares were present or represented by proxy at the Meeting. At the Meeting, the shareholders voted to (i) elect five directors to serve until the next annual meeting or until their respective successors are elected and qualified, (ii) approve an advisory (non-binding) proposal on the Company's executive compensation, (iii) approve an advisory (non-binding) proposal on the frequency of the vote regarding the Registrant's executive compensation, and
(iv) ratify the appointment of Ernst & Young LLP as independent auditors for the Company. The voting results from the Meeting were as follows:

1. Election of Directors
                                               For           Withhold
Everett V. Pizzuti                            3,125,260       1,801,038
Graeme MacLetchie                             3,032,788       1,893,510
Mitchell I. Quain                             3,054,615       1,871,683
Harold Schofield                              3,059,977       1,866,321
Hermann Viets                                 3,125,160       1,801,138

                                               For            Against         Abstain        Broker Non-Vote
2. To consider and approve an advisory
(non-binding) proposal on the
Registrant's executive compensation           4,247,022         656,165          23,111             1,809,649

                                           Three Years       Two Years       One Year            Abstain

3. To consider and approve an advisory
(non-binding) proposal on the frequency
of submission of the vote regarding the
Registrant's executive compensation           1,157,863         612,827       3,123,282                32,326

                                               For            Against         Abstain

4. To ratify the appointment of Ernst &
Young LLP as independent auditors for
the Registrant                                6,671,861          61,164           2,922

As indicated above, a majority of votes cast on the proposal regarding the frequency of submission of the vote regarding the Registrant's executive compensation were cast in favor of holding future advisory votes on executive compensation every year. After considering the preferences expressed at the Meeting, the Registrant's Board of Directors determined to hold future non-binding, advisory votes on executive compensation every year, so that the next such vote will be held at its 2014 Annual Meeting of Shareholders. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of the vote regarding the Registrant's executive compensation no later than its 2019 Annual Meeting of Shareholders.


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