8-K 1 v203508_8k.htm
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): November 18, 2010

 
Point.360
  
 
(Exact name of registrant as specified in its charter)
  

California
  
0-21917
  
01-0893376
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)
         
2777 North Ontario Street
Burbank, California
      
91504
(Address of principal executive offices)
      
(Zip Code)

Registrant’s telephone number, including area code:  
(818) 565-1400
  

 
N/A
  
 
(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 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On November 18, 2010, the Company's shareholders adopted the 2010 Incentive Plan of Point.360, a copy of which is filed as Exhibit 10.1 to this Form 8-K report and incorporated herein.
 
Item 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Point.360’s (the “Company”) Company’s Annual meeting of Shareholders was held on November 18, 2010 after a solicitation of proxies pursuant to Regulation 14A of the Securities Exchange Act of 1934.  At the meeting, shareholders voted on;  (i) the election of directors to hold office until the next annual meeting of shareholders of the Company or until their successors are duly elected and qualified; (ii) the adoption of the 2010 Incentive Plan of Point.360; and (iii) the ratification and approval of SingerLewak LLP as independent auditors for the Company’s fiscal year ending June 30, 2011.

The results of shareholder voting were as follows:

 
1.
Election of Directors

Name
  
Votes For
  
Votes Withheld
Haig S. Bagerdjian
  
7,320,243
  
326,352
Robert A. Baker
  
7,314,608
  
331,987
Greggory J. Hutchins
  
6,860,670
  
785.925
Sam P. Bell
  
7,322,043
  
324,552
G. Samuel Oki
  
7,323,043
  
323,552

 
2.
Adoption of the 2011 Incentive Plan of Point.360:

Votes For
  
Votes Against
  
Votes Abstain
  
Broker Non-vote
6,667,947
  
958,648
  
20,000
  
1,775,206

 
3.
Ratification and Approval of SingerLewak as Independent Auditors for the Company’s Fiscal Year Ending June 30, 2011:

Votes For
  
Votes Against
  
9,075,950
  
345,851
  

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

10.1           2010 Incentive Plan of Point.360

 
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SIGNATURE
 
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.
 
 
Point.360
     
November 19, 2010
By:  
/s/ Alan R. Steel
   
Name:  
Alan R. Steel
   
Title:
Executive Vice President
     
Finance and Administration
     
Chief Financial Officer

 
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