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BELFA > SEC Filings for BELFA > Form 8-K on 23-May-2013All Recent SEC Filings

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Form 8-K for BEL FUSE INC /NJ


23-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 17, 2013, Bel Fuse Inc. (the "Company") held its Annual Meeting of Shareholders, for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following proposals, as described in the Company's definitive proxy materials filed with the SEC on April 12, 2013.

As indicated in the Company's proxy statement, holders of record of the Company's Class A Common Stock at the close of business on April 5, 2013 (the record date fixed by the Board of Directors) were entitled to receive notice of, and to vote at, the Annual Meeting. At the close of business on the record date, there were 2,174,912 shares of Class A Common Stock outstanding. However, as a result of protective provisions in the Company's Certificate of Incorporation described in the proxy statement, the voting rights of two shareholders of the Company, FMR LLC ("FMR"), which beneficially owned 289,278 shares of Class A Common Stock on the record date, and GAMCO Investors, Inc. et. al. ("GAMCO"), which beneficially owned 686,300 shares of Class A Common Stock on the record date, were suspended and were not entitled to vote at the Annual Meeting. Accordingly, a total of 1,199,334 shares of Class A Common Stock were entitled to vote at the Annual Meeting, each of which was entitled to one vote on all matters.

The final voting results from the Annual Meeting are as follows:

Proposal 1: The election of three persons, named in the proxy statement, to serve as directors for three-year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Broker Non-Votes:

               Name                 For     Withheld   Broker Non-Votes
               Daniel Bernstein   928,865   108,080        140,805
               Peter Gilbert      955,965    80,980        140,805
               John S. Johnson    955,965    80,980        140,805

Proposal 2: The ratification of the designation of Deloitte & Touche LLP to audit the Company's books and accounts for 2013 was approved. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions and Broker Non-Votes, is as follows:

For Against Abstentions Broker Non-Votes 1,134,527 10,126 32,847 0

Proposal 3: The advisory (non-binding) resolution approving the executive compensation of the Company's named executive officers as described in the proxy statement was adopted. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions and Broker Non-Votes, is as follows:

For Against Abstentions Broker Non-Votes 1,007,325 27,920 1,700 140,805


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