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

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Form 8-K for SPIRE CORP


Submission of Matters to a Vote of Security Holders


(a) On May 16, 2013, Spire Corporation (the "Company") held a Special Meeting in Lieu of Annual Meeting of Stockholders. At the close of business on April 2, 2013, the voting record date, there were 9,207,874 shares of Company common stock outstanding and entitled to vote. At the meeting, 8,176,103, or 88.79%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person.

(b) At the meeting, stockholders voted on the following:

(i) Proposal Number 1

The number of directors was fixed at seven. Udo Henseler, David R. Lipinski, Mark C. Little, Roger G. Little, Michael J. Magliochetti, Guy L. Mayer and Roger W. Redmond were elected to the Board of Directors to hold office until the 2014 annual meeting of stockholders. The results for Proposal Number 1 were as follows:

                           For        Withheld    Abstained   Broker Non-Votes
Udo Henseler            4,231,782       41,194        -              3,903,127
David R. Lipinski       4,228,582       44,394        -              3,903,127
Mark C. Little          3,853,699      419,277        -              3,903,127
Roger G. Little         3,871,499      401,477        -              3,903,127
Michael J. Magliochetti 4,234,382       38,594        -              3,903,127
Guy L. Mayer            2,126,177    2,146,799        -              3,903,127
Roger W. Redmond        4,236,182       36,794        -              3,903,127

(ii) Proposal Number 2

Stockholders ratified the selection of McGladrey LLP to act as the Company's independent registered public accountants for the fiscal year ending December 31, 2013. The results for Proposal Number 2 were as follows:
For Against Abstained Broker Non-Votes 7,732,783 154,788 288,532 -

(iii) Proposal Number 3

Shareholders voted on a non-binding and advisory basis on the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion. The results for Proposal Number 3 were as follows:
For Against Abstained Broker Non-Votes 4,198,774 51,851 22,351 3,903,127

(iv) Proposal Number 4

Shareholders voted on a non-binding and advisory basis on the frequency of holding future advisory votes on named executive officer compensation. The results for Proposal Number 4 were as follows:
Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 571,145 23,639 3,657,547 20,646 3,903,126

Consistent with the recommendation of the Board of Directors and the outcome of the non-binding advisory vote of the shareholders on the frequency of holding future advisory votes on named executive officer compensation, the Company has determined it will include a non-binding advisory shareholder vote on the compensation of the Company's named executive officers in its proxy materials every three years until the next required vote on the frequency of shareholder votes on the compensation of its named executive officers.

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