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): April 27, 2012
FLIR SYSTEMS, INC. (Exact name of registrant as specified in its charter) |
OREGON | 0-21918 | 93-0708501 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
incorporation) | Identification No.) |
27700 SW Parkway Avenue Wilsonville, Oregon 97070 (503) 498-3547
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
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
The Companys annual meeting of shareholders was held on April 27, 2012, at which the following persons were elected to the Board of Directors by a vote of shareholders, by the votes and for the terms indicated:
Vote | ||||||||
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Withheld | Broker | Term | ||||||
Director | For | Authority | Non-Votes | Ending | ||||
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Earl R. Lewis | 121,893,537 | 8,429,285 | 5,952,938 | 2015 | ||||
Steven E. Wynne | 123,556,869 | 6,765,953 | 5,952,938 | 2015 |
The proposal to approve the adoption of the 2012 Executive Bonus Plan was approved by a vote of shareholders by the following votes:
Broker | ||||||
For | Against | Abstain | Non-votes | |||
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125,112,701 | 5,132,308 | 77,528 | 5,953,223 |
The proposal to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved by the following votes:
For | Against | Abstain | ||
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131,212,821 | 3,932,067 | 1,130,872 |
The shareholders of the Company approved the non-binding advisory vote relating to a proposed declassification of the Board of Directors by the votes below. The Corporate Governance Committee of the Board of Directors will review further the proposal, taking into account these results.
Broker | ||||||
For | Against | Abstain | Non-votes | |||
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106,783,636 | 22,206,691 | 1,332,210 | 5,953,223 |
The shareholders of the Company approved the non-binding advisory vote relating to a proposed majority vote standard for non-contested elections of directors by the votes below. The Corporate Governance Committee of the Board of Directors will review further the proposal, taking into account these results.
Broker | ||||||
For | Against | Abstain | Non-votes | |||
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75,263,811 | 53,746,429 | 1,312,582 | 5,952,938 |
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 thereunto duly authorized on May 2, 2012.
FLIR SYSTEMS, INC. (Registrant) |
By | \s\ Anthony L. Trunzo | |
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Anthony L. Trunzo | ||
Sr. Vice President, Finance and | ||
Chief Financial Officer |