8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  September 27, 2011

NATIONAL TECHNICAL SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-16438	95-4134955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24007 Ventura Boulevard, Suite 200
Calabasas, California	91302
(Address of Principal Executive Offices)	Zip Code

(818) 591-0776

_______________________________________________

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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))

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

On September 27, 2011, the following proposals were submitted to our shareholders at our annual meeting of shareholders:

1. Election of Directors.  To elect three Class III directors for terms expiring in 2014, and until their respective successors are duly elected and qualified.

2. Ratify the Appointment of Independent Registered Public Accounting Firm.  To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2012.

3. 14a-8 Shareholder Proposal.  To vote on a non-binding shareholder proposal to urge the Board of Directors to hire an investment banking firm to initiate a search for a potential buyer of the Company in order to maximize shareholder value.

4. Shareholder Proposal to Amend the Company’s Bylaws.A shareholder proposal to amend the first sentence of Section 3.2 of the Company’s Bylaws to (i) eliminate the range of the number of directors from nine (9) to seventeen (17) and (ii) fix the size of the Board of Directors at nine (9) members.

5. Shareholder Proposal to Amend the Company’s Bylaws. A shareholder proposal to amend Section 9.2 of the Company’s Bylaws to provide that if the amendment to the first sentence of Section 3.2 of the Company’s Bylaws described in Proposal 4 above is approved by the Company’s shareholders, then such sentence may be amended further or repealed only by approval of the shareholders.  The effectiveness of this proposal is conditioned upon shareholder approval of Proposal 4.

The proposals are more fully described in our proxy statement delivered to our shareholders entitled to notice of and to vote at our annual meeting of shareholders.

The final voting results of each proposal follows:

Proposal 1 - Election of Directors: Our shareholders elected each of John Gibbons, Robert Lin and Norman Wolfe as Class III directors for terms expiring in 2014, and until their respective successors are duly elected and qualified. Votes cast were as follows:

Director	Votes For	Withheld	Broker Non-Votes
John Gibbons	6,177,425	75,204	63,726
Robert Lin	6,177,423	75,206	63,726
Norman Wolfe	6,177,425	75,204	63,726

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm: Our shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2012. Votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
6,256,574	31,764	28,017	0

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Proposal 3 – Nonbinding Shareholder Proposal to Hire Investment Banking Firm: Our shareholders did not approve a non-binding shareholder proposal to urge our Board of Directors to hire an investment banking firm to initiate a search for a potential buyer of the Company in order to maximize shareholder value. Votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
1,720,648	4,492,991	38,989	63,727

Proposal 4 – Shareholder Proposal to Amend Bylaws: Our shareholders did not approve a shareholder proposal to amend the first sentence of Section 3.2 of the Company’s Bylaws to eliminate the range of the number of directors and to fix the size of the Company’s Board of Directors at nine (9) members. Votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
99,616	6,115,619	37,393	63,727

Proposal 5 – Shareholder Proposal to Amend Bylaws: Our shareholders did not approve a shareholder proposal to amend Section 9.2 of the Company’s Bylaws to provide that if the amendment to the first sentence of Section 3.2 of the Company’s Bylaws described in Proposal 4 above is approved by the Company’s shareholders, then such sentence may be amended further or repealed only by approval of the shareholders. Votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
94,801	6,116,148	41,679	63,727

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit 99.1 Press release dated September 29, 2011

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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.

Dated: September 29, 2011	National Technical Systems, Inc.
	By:	/s/ Raffy Lorentzian
		Name: Raffy Lorentzian Title: Senior Vice President Chief Financial Officer

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EX-99.1

Exhibit 99.1

www.nts.com

Contact:  Allen & Caron Inc	National Technical Systems
Jill Bertotti (investors)	William McGinnis, President and CEO
jill@allencaron.com	bill.mcginnis@nts.com
Len Hall (media)	Donald Tringali, Chairman of the Board
len@allencaron.com	don.tringali@nts.com
(949) 474-4300	(818) 591-0776

National Technical Systems Announces Certified Results

of September 27, 2011 Annual Meeting

Shareholders Overwhelmingly Reelect the Company’s Slate of Directors

Calabasas, CA (September 29, 2011)…National Technical Systems Inc. (NASDAQ: NTSC) (“NTS” or the “Company”), a leading provider of testing and engineering services, today announced that IVS Associates, Inc., the independent inspector of elections, has certified and released the final voting results from the Company’s Annual Meeting of Shareholders, which was held on September 27, 2011.

According to independent inspector of elections IVS Associates, Inc.:

· Company director nominees John Gibbons, Norman Wolfe and Robert Lin were all re-elected to serve three-year terms on the Board, each receiving at least 6,177,423 votes, representing approximately ninety-nine percent (99%) of the shares voted at the meeting and over fifty-four percent (54%) of all outstanding shares eligible to vote.

· Proposal 3, a non-binding shareholder proposal recommending that the Board hire an investment banking firm to initiate a search for a potential buyer of the Company was defeated with 4,492,991 shares, or seventy-two percent (72%) of the voted shares, being cast against this proposal.

· Proposals 4 and 5, shareholder proposals seeking amendments to the Company’s bylaws to (i) limit the size of the Board of Directors at nine (9) and (ii) require a shareholder vote to modify the size of the Board, were both defeated, with at least 6,115,619 shares, or approximately ninety-eight percent (98%) of the voted shares, being cast against each of these proposals.

The shareholders also ratified the appointment of Ernst & Young, LLP as independent registered public accounting firm for the fiscal year ending January 31, 2012.  Additional information regarding the voting results is contained in the Company’s Form 8-K filed today.

The report from the independent inspector of elections reflected that 6,316,355 shares were voted at the meeting, which constituted a quorum of more than fifty-five percent (55%) of the 11,375,819 outstanding shares eligible to vote. The relatively low quorum was due to the fact that some proxy-holders did not vote their proxies prior to or at the meeting.

NTS Chairman Donald J. Tringali commented, "We are extremely pleased that an overwhelming majority of shares voted, as well as a strong majority of all outstanding shares of the Company, supported our director nominees. The shareholders have spoken, stating loudly and clearly that the current Board has their trust to protect the best interests of all NTS shareholders while executing on a strategy to maximize shareholder value.”

Tringali continued, "The Board will continue its policy of having an open dialog with its shareholders. The Board is committed to addressing the liquidity concerns brought to us by shareholders and is open to any strategic options that can maximize value and provide shareholders with the liquidity they desire. As we have in the past, we will continue to utilize outside advisors, including investment bankers, in this process.  We will keep our shareholders apprised of important developments through public announcements as appropriate. It is unfortunate that certain shareholders insisted in conducting this costly proxy fight even after the Board presented them with a fair settlement offer that could have ended this proxy fight more than two months ago.  Now that the shareholders have spoken, the Board and the Company’s talented management team look forward to continuing their work to maximize shareholder value for all shareholders without unnecessary distraction.”

About National Technical Systems

National Technical Systems, Inc. is a leading provider of testing and engineering services to the aerospace, defense, telecommunications, automotive and high technology markets. Through a world-wide network of resources, NTS provides full product life-cycle support, offering world class design engineering, compliance, testing, certification, quality registration and program management. For additional information about NTS, visit the Company’s website at www.nts.com or call 800-270-2516.

Forward-Looking Statements

The statements in this press release that relate to future plans, events or performance, are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties pertaining to customer orders, demand for services and products, development of markets for the Company’s services and products and other risks identified in the Company’s SEC filings.  Actual results, events and performance may differ materially.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding National Technical Systems' business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.

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