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ERS > SEC Filings for ERS > Form 8-K on 19-Jun-2013All Recent SEC Filings

Show all filings for EMPIRE RESOURCES INC /NEW/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EMPIRE RESOURCES INC /NEW/


19-Jun-2013

Submission of Matters to a Vote of Security Holders, Other Events, Fin


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

On June 18, 2013, Empire Resources, Inc. (the "Company") held its 2013 annual meeting of stockholders (the "Meeting"). At the Meeting, stockholders acted upon the matters outlined in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2013 (the "Proxy Statement"). There were 7,552,633shares of common stock present at the Meeting in person or by proxy, which represented 87.98% of the voting power of the common stock entitled to vote at the Meeting, and which constituted a quorum for the transaction of business. Holders of the Company's common stock were entitled to one vote for each share held as of the close of business on April 22, 2013.

The matters voted upon at the Meeting were as follows:

(1) Election of ten directors to serve on the Company's board of directors for a term of one year or until their successors are elected and qualified.

(2) An advisory vote on executive compensation as disclosed in the Proxy Statement.

(3) An advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years.

(4) Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

For more information about the foregoing proposals, see the Proxy Statement. The number of votes cast for, against or withheld, abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

(1) Election of directors:

   Director           For         Withheld       Broker Non-Votes
William Spier       4,805,378        12,697           2,734,558
Nathan Kahn         4,805,405        12,670           2,734,558
Sandra Kahn         4,805,655        12,420           2,734,558
Harvey Wrubel       4,806,678        11,397           2,734,558
Jack Bendheim       4,805,428        12,647           2,734,558
Peter G. Howard     4,806,378        11,697           2,734,558
Douglas Kass        4,813,165        4,910            2,734,558
Nathan Mazurek      4,811,915        6,160            2,734,558
L. Rick Milner      4,804,678        13,397           2,734,558
Morris J. Smith     4,811,165        6,910            2,734,558

Each of the ten nominees for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

(2) Advisory vote on executive compensation:

For Against Abstain Broker Non-Votes 4,743,978 41,128 32,966 2,734,560

The stockholders approved, on a non-binding advisory basis, the compensation program for the Company's named executive officers as disclosed in the Proxy Statement.

(3) Advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years:

One Year Two Years Three Years Abstain Broker Non-Votes 4,621,254 14,271 139,165 43,383 2,734,560

The stockholders approved, on a non-binding advisory basis, to hold a non-binding advisory vote on the compensation program for the Company's named executive officers every year. In light of the outcome of the advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years, the Company intends to hold such an advisory vote every year.

(4) Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013:

For Against Abstain
7,512,702 39,301 630

The stockholders ratified the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.



Item 8.01 Other Events.

On June 18, 2013, the Company's board of directors declared a regular cash dividend of $0.025 per share of its outstanding common stock, payable on July 17, 2013 to stockholders of record at the close of business on July 5, 2013. On June 19, 2013, the Company issued a press release announcing this regular dividend, a copy of which is attached as Exhibit 99.1 to this report and is incorporated herein by reference.


Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
99.1 Press release dated June 19, 2013

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