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MOC > SEC Filings for MOC > Form 8-K on 25-Sep-2013All Recent SEC Filings

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Form 8-K for COMMAND SECURITY CORP


25-Sep-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 19, 2013, the Board of Directors (the "Board") of Command Security Corporation (the "Company") adopted an amendment to the Company's by-laws that amended Section 2 of Article II (the "Amendment") thereof. The Amendment, effective as of September 19, 2013, changes the date and time set in the by-laws for the annual meeting of shareholders from 10:00 am on the fourth Wednesday in July to such date and time as shall be determined by the board of directors.

The foregoing description of the Amendment is only a summary of the material terms of the Amendment and is qualified in its entirety by reference to the full text of the Company's by-laws, as amended, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.



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

The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on September 19, 2013. At the Annual Meeting, Mr. Craig Coy and Ms. Janet Steinmayer were re-elected to serve as Class I directors of the Company until the Annual Meeting in 2015. Additionally, the appointment of D'Arcangelo & Co., LLP as the Company's independent auditor for the year ending March 31, 2014 was ratified by the shareholders. The shareholders also approved, on an advisory basis, the compensation of the executive officers of the Company and the frequency for the advisory vote on executive compensation as every three years. The certified results of the matters voted upon at the Annual Meeting are as follows:

Proposal No. 1: Election of Directors

       NAME                FOR          WITHHELD       BROKER NON-VOTES

Craig P. Coy            5,057,825         21,755              3,144,731
Janet L. Steinmayer     5,057,548         22,032              3,144,731

Proposal No. 2: Ratification of Appointment of Independent Auditors

FOR AGAINST ABSTAIN BROKER NON-VOTES

8,107,980 113,920 2,411 N/A

Proposal No. 3: Approval, on an advisory basis, of the compensation of the named executive officers of the Company:

FOR AGAINST ABSTAIN BROKER NON-VOTES

5,036,097 27,383 16,100 3,144,731

Proposal No. 4: Approval, on an advisory basis, of the frequency of the shareholder vote to approve the compensation of the named executive officers of the Company:

ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES

2,205,184 9,600 2,852,541 12,255 3,144,731

In accordance with the voting results, the Company intends to provide shareholders with an opportunity to cast an advisory vote on executive compensation every three years until the next required advisory vote on the frequency of future advisory votes on executive compensation. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to provide shareholders the opportunity to cast an advisory vote on the frequency of shareholder advisory approval of executive compensation at least once every six calendar years.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
3.1 By-laws of Command Security Corporation, as amended September 19, 2013

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