UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 29, 2012
Astrotech Corporation
(Exact name of registrant as specified in its charter)
Washington | 001-34426 | 91-1273737 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
401 Congress Ave. Suite 1650 Austin, Texas |
78701 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (512) 485-9530
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On March 29, 2012, Astrotech Corporation (the Company) convened its annual meeting of shareholders pursuant to notice duly given at the Companys headquarters located in Austin, Texas. The matters voted upon at the meeting and the results of such voting are set forth below:
1. To elect six directors to the Board of Directors of the Company to serve for the respective terms prescribed by the Companys bylaws. All director nominees were duly elected.
FOR | WITHHELD | BROKER NON-VOTES |
||||||||||
Thomas B. Pickens III |
7,655,125 | 630,453 | 6,637,184 | |||||||||
Mark E. Adams |
7,665,340 | 620,238 | 6,637,184 | |||||||||
John A. Oliva |
7,665,582 | 619,996 | 6,637,184 | |||||||||
Sha-Chelle Manning |
7,659,262 | 626,316 | 6,637,184 | |||||||||
William F. Readdy |
7,669,565 | 616,013 | 6,637,184 | |||||||||
Daniel T. Russler, Jr. |
7,554,134 | 731,444 | 6,637,184 |
2. To ratify the appointment of Ernst & Young, LLP as independent registered public accounting firm for the Companys fiscal year ending June 30, 2012. This proposal was approved.
FOR |
AGAINST |
ABSTAIN | ||
14,556,373 |
164,515 | 201,874 |
3. To approve a reverse stock split of the Companys common stock in a ratio to be determined by the Board of Directors. This proposal was approved.
FOR |
AGAINST |
ABSTAIN |
BROKER | |||
10,659,607 |
3,686,121 | 577,032 | 2 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Press release, dated April 3, 2012, issued by Astrotech Corporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 3, 2012 | ASTROTECH CORPORATION | |||||
By: | /s/ Thomas B. Pickens III | |||||
Name: | Thomas B. Pickens III | |||||
Title: | Chairman of the Board and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
Paper (P) or Electronic (E) |
||||
99.1 |
Press release, dated April 3, 2012, issued by Astrotech Corporation. | E |
Exhibit 99.1
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Astrotech Corporation | |
401 Congress, Suite 1650 | ||
Austin, Texas 78701 | ||
512.485.9530 | ||
fax: 512.485.9531 | ||
www.astrotechcorp.com |
FOR IMMEDIATE RELEASE
ASTROTECH ANNOUNCES RESULTS OF ANNUAL MEETING OF SHAREHOLDERS
Austin, Texas, April 03, 2012 Astrotech Corporation (NASDAQ: ASTC), a leading provider of commercial aerospace services, today announced the results of the Companys Annual Meeting of Shareholders held on March 29, 2012.
The shareholders of the Companys common stock elected six directors to the Companys Board of Directors. The Board of Directors now consists of Thomas B. Pickens III, Mark E. Adams, John A. Oliva, William F. Readdy, Sha-Chelle Manning and Daniel T. Russler, Jr.
In addition to electing the board of directors, Astrotech shareholders ratified the appointment of Ernst & Young, LLP as independent auditors for the Company and approved the reverse stock split of the Companys common stock in a ratio to be determined by the Board of Directors. The Board of Directors is awaiting future business and financial results, including market conditions, existing and anticipated trading prices for our common stock and the continued listing requirements of the NASDAQ Capital Market, before determining whether and when to implement the reverse split.
Tabular presentation of the voting results from the Annual Meeting of Shareholders follows the text of this press release.
About Astrotech Corporation
Astrotech is one of the first space commerce companies and remains a strong entrepreneurial force in the aerospace industry. We are leaders in identifying, developing and marketing space technology for commercial use. Our Astrotech Space Operations business unit serves our government and commercial satellite and spacecraft customers with pre-launch services on the eastern and western range. 1st Detect Corporation is developing what we believe is a breakthrough miniature mass spectrometer, while Astrogenetix, Inc. is a biotechnology company utilizing microgravity as a research platform for drug discovery and development.
This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, continued government support and funding for key space programs, product performance and market acceptance of products and services, as well as other risk factors and business considerations described in the Companys Securities and Exchange Commission filings including the annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. The Company assumes no obligation to update these forward-looking statements.
FOR MORE INFORMATION:
John Porter
Chief Financial Officer
Astrotech Corporation
512.485.9530
IR@astrotechcorp.com
Tables Follow
ASTROTECH CORPORATION
14,922,762 shares or 77.01% of the Companys Common Stock were present in person or by proxy at the meeting.
Proposal 1 Election of the individuals nominated to serve as directors of the Company
Director |
Votes For | Votes Withheld | Broker Non Votes | |||||||||
Thomas B. Pickens III |
7,655,125 | 630,453 | 6,637,184 | |||||||||
Mark E. Adams |
7,665,340 | 620,238 | 6,637,184 | |||||||||
John A. Oliva |
7,665,582 | 619,996 | 6,637,184 | |||||||||
Sha-Chelle Manning |
7,659,262 | 626,316 | 6,637,184 | |||||||||
William F. Readdy |
7,669,565 | 616,013 | 6,637,184 | |||||||||
Daniel T. Russler, Jr. |
7,554,134 | 731,444 | 6,637,184 |
Proposal 2 Ratification of appointment of Ernst & Young, LLP as independent auditor for the Company
For Ratification |
Against Ratification | Abstain from Voting | Broker Non Votes | |||||||||
14,556,373 |
164,515 | 201,874 | 0 |
Proposal 3 Approving a reverse stock split of the Companys common stock in a ratio to be determined by the Board of Directors
For Ratification |
Against Ratification | Abstain from Voting | Broker Non Votes | |||||||||
10,659,607 |
3,686,121 | 577,032 | 2 |
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