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TIK > SEC Filings for TIK > Form 8-K on 21-Jan-2014All Recent SEC Filings

Show all filings for TEL INSTRUMENT ELECTRONICS CORP

Form 8-K for TEL INSTRUMENT ELECTRONICS CORP


21-Jan-2014

Submission of Matters to a Vote of Security Holders, Regulation F


Item 5.07 Submission of Matters to a Vote of Security Holders

On January 15, 2014, Tel-Instrument Electronics Corp. (the "Company") held an annual meeting of stockholders (the "Annual Meeting").

As of the close of business on December 12, 2013, the record date for the Annual Meeting, 3,247,287 shares of the Company's common stock were outstanding and entitled to vote. At the Annual Meeting, 2,814,649, or approximately 87%, of the outstanding shares of common stock entitled to vote were represented in person or by proxy. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

The results of the voting at the Annual Meeting are as follows:

1. The six nominees for director were elected to serve a one-year term as follows:

                                                                                 Percentage
      Director         Votes For       Votes Against       Broker Non-Votes       Voted For
  Steven A Fletcher     1,682,641              15,303              1,116,705            59.8 %
  George J. Leon        1,682,641              15,303              1,116,705            59.8 %
  Jeffrey C. O'Hara     1,682,641              15,303              1,116,705            59.8 %
  Robert A. Rice        1,682,641              15,303              1,116,705            59.8 %
  Robert H. Walker      1,682,641              15,303              1,116,705            59.8 %

2. The proposal to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014 was approved as follows:

                                                                                                            Percentage
        Auditor             Votes For       Votes Against       Broker Non-Votes       Votes Abstained       Voted For
      BDO USA, LLP           2,814,406                    0                     0                   243            99.9 %

3. The proposal to cast a non-binding advisory vote to approve the compensation of the Company's named executive officers was approved as follows:

                                                                                  Percentage
   Votes For       Votes Against       Broker Non-Votes      Votes Abstained       Voted For
    1,676,827              21,068              1,116,705                   49            59.6 %

4. The proposal to cast a non-binding advisory vote to approve frequency of advisory votes on executive compensation was approved for one year as follows:

                                                     Broker                              Percentage
 One Year        Two Years       Three Years       Non-Votes        Votes Abstained       Voted For
  1,694,988           2,439               368        1.116,705                   149            60.2 %

The Company has decided to hold future advisory votes on the compensation of our named executive officers every year until the occurrence of the next shareholder advisory vote on this matter.




Item 7.01 Regulation FD Disclosure.

The Company delivered a presentation to the shareholders at the Annual Meeting (the "Shareholder Presentation"). A copy of the Shareholder Presentation is attached to this current report on Form 8-K as Exhibit 99.1.

The information contained in the exhibit attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.      Description

                       99.1   Shareholder Presentation*

* This Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the Securities and Exchange Commission pursuant to Regulation FD.


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