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XSPY > SEC Filings for XSPY > Form 8-K on 6-Jun-2013All Recent SEC Filings

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Form 8-K for SPY INC.


6-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On June 4, 2013, SPY Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

Proposal No. 1- Election of Directors


Stockholders approved the election of Greg Andrews, Harry Casari, J. David
Chute, Fir Geenen, Seth W. Hamot, David Mitchell, John Pound, Stephen Roseman to
serve on the Board of Directors until the 2014 annual meeting of stockholders,
or until their successors are elected and qualified.


                                       For     Withheld  Not Voted
                   Greg Andrews     9,484,770         0  1,613,739
                   Harry Casari     9,484,770         0  1,613,739
                   J. David Chute   9,484,770         0  1,613,739
                   Fir Geenen       9,484,770         0  1,613,739
                   Seth W. Hamot    9,462,116         0  1,613,739
                   David Mitchell   9,484,770         0  1,613,739
                   John Pound       9,484,770         0  1,613,739
                   Stephen Roseman  9,484,770         0  1,613,739

Proposal No. 2- Advisory Vote to Approve Executive Compensation ("Say-On-Pay Proposal")

Stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company's named executive officers, as disclosed in the Executive Compensation section of the Company's definitive proxy statement, dated May 3, 2013.

For Against Abstain Not Voted 9,483,770 17,125 0 1,613,739

Proposal No. 3- Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation

Stockholders approved, on an advisory (non-binding) basis, holding an advisory vote on the compensation of the Company's named executive officers every three years. Based upon the results of voting on Proposal No. 3, and consistent with the Board's previous recommendation, the Board has determined that the Company's stockholders will vote on a Say-On-Pay Proposal every three years, until the next required vote on the frequency of such Say-On-Pay Proposals.

One Year Two Years Three Years Abstain Not Voted 275,029 21,312 9,204,554 0 1,613,739

Based upon the results of voting on Proposal No. 3, and consistent with the Board's previous recommendation, the Board has determined that the Company's stockholders will vote on a Say-On-Pay Proposal every three years, until the next required vote on the frequency of such Say-On-Pay Proposals.


Proposal No. 4- Ratification of Appointment of Auditors

Stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company's independent auditors for the fiscal year ending December 31, 2013.

For Against Abstain 11,098,009 16,625 0

For more information about the foregoing proposals, please review the Company's definitive proxy statement, filed with the Securities and Exchange Commission on May 3, 2013.


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