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NMRX > SEC Filings for NMRX > Form 8-K on 19-May-2014All Recent SEC Filings

Show all filings for NUMEREX CORP /PA/

Form 8-K for NUMEREX CORP /PA/


19-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Adoption of the 2014 Stock and Incentive Plan

On May 16, 2014 Numerex Corp (the "Company") held its 2014 annual meeting of shareholders in Atlanta, Georgia (the "Annual Meeting"). At the Annual Meeting, stockholders approved the Company's 2014 Stock and Incentive Plan (the "Plan"), which had been previously approved by our Board of Directors subject to stockholder approval.

A description of the Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2014. The description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K.



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

The following is a brief description of the matters voted on at the Annual Meeting, which are more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2014, and a statement of the number of votes cast for, withheld and against and the number of abstentions and broker non-votes with respect to each matter.

1. The following nominees were each elected to serve on the Company's board of directors by the votes indicated below:

                                             Broker
  Nominee                   For    Withheld Non-Votes

  George Benson          8,135,875  282,646 7,908,309
  E. J. Constantine      8,323,845   94,676 7,908,309
  Tony G. Holcombe       8,324,845   93,676 7,908,309
  Sherrie G. McAvoy      8,329,896   88,625 7,908,309

Stratton J. Nicolaides 8,136,602 281,919 7,908,309 Jerry A. Rose 8,324,845 93,676 7,908,309 Andrew J. Ryan 8,034,543 383,978 7,908,309

2. The proposal to ratify the selection and appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the current fiscal year was approved and received the following votes:

            No. of Votes
  For         16,194,278
  Against        120,383
  Abstain         12,169

3. The proposal to vote on the Advisory Resolution on Executive Compensation was approved and received the following votes:

No. of Votes

  For                 8,308,909
  Against                96,878
  Abstain                12,734
  Broker Non-Votes    7,908,309

4. The proposal to adopt the 2014 Stock and Incentive Plan was approved and received the following votes:

No. of Votes

  For                 6,411,206
  Against             1,966,081
  Abstain                11,234
  Broker Non-Votes    7,908,309

No other matters were submitted for shareholder action at the Annual Meeting.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
10.1 Numerex Corp. 2014 Stock and Incentive Plan (incorporated by reference from Exhibit A to the proxy statement dated April 2, 2014)


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