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LYTS > SEC Filings for LYTS > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for LSI INDUSTRIES INC



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

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

(e) At the Annual Meeting of Shareholders of LSI Industries Inc. (the "Annual Meeting"), which was held on November 15, 2012, the shareholders of the Company approved the LSI Industries Inc. 2012 Stock Incentive Plan (the "2012 Plan"). The 2012 Plan was unanimously approved by the Board of Directors subject to shareholder approval.

The objectives of the 2012 Plan are to provide long-term incentives to those persons with significant responsibility for the success and growth of the Company, to align the interests of such persons with those of the Company's shareholders, to assist the Company in recruiting, retaining and motivating employees, directors and consultants on a competitive basis and to link compensation to performance. Under the 2012 Plan, employees of the Company and its subsidiaries will be eligible to receive awards. The 2012 Plan is an "omnibus" stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2012 Plan will permit the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and unrestricted share awards.

A maximum of 800,000 shares will be available for grants of all equity awards under the 2012 Plan, with a maximum of 300,000 shares being available for grant with respect to full-value awards and a maximum of 800,000 shares being available for grant with respect to options. The 2012 Plan does not permit the re-pricing of options or stock appreciation rights without the approval of shareholders and does not contain an "evergreen" provision to automatically increase the number of shares issuable under the 2012 Plan, except for certain adjustments resulting from stock splits and other specified events.

The foregoing summary of the 2012 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2012 Plan attached as Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 28, 2012.

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

The Annual Meeting of Shareholders of LSI Industries Inc. was held on November 15, 2012 at which the following matters were submitted to a vote of shareholders:

(a)      Votes regarding the election of six directors:

                Name                For             Withheld      Broker Non-Votes

           Gary P. Kreider    10,111,516.206011  8,464,144.983463  4,437,140.000000
           Dennis B. Meyer    17,526,697.310401  1,048,963.879073  4,437,140.000000
           Wilfred T. O'Gara  17,538,216.310401  1,037,444.879073  4,437,140.000000
           Robert J. Ready    13,889,912.567548  4,685,748.621926  4,437,140.000000
           Mark A. Serrianne  14,210,105.310401  4,365,555.879073  4,437,140.000000
           James P. Sferra    13,564,140.310401  5,011,520.879073  4,437,140.000000

(b) Votes regarding the approval of the new LSI Industries Inc. 2012 Stock Incentive Plan.

For Against Abstain Broker Non-Votes

17,467,583.558050 1,010,546.534160 116,281.097264 4,437,140.000000

(c) Votes regarding the ratification of the Audit Committee's appointment of Grant Thornton LLP as LSI's Independent Registered Public Accounting Firm for fiscal 2013.

For Against Abstain

22,675,696.132751 264,949.031653 90,906.025070

(d) Advisory votes on the Company's executive compensation as described in the Company's Proxy Statement:

For Against Abstain Broker Non-Votes

17,992,307.382277 397,762.983752 204,340.823445 4,437,140.000000

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