0000356037-12-000010.txt : 20120228 0000356037-12-000010.hdr.sgml : 20120228 20120228105843 ACCESSION NUMBER: 0000356037-12-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120223 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120228 DATE AS OF CHANGE: 20120228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSP INC /MA/ CENTRAL INDEX KEY: 0000356037 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042441294 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10843 FILM NUMBER: 12645061 BUSINESS ADDRESS: STREET 1: 43 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 9786637598 MAIL ADDRESS: STREET 1: 43 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821 8-K 1 form8kitem51.htm FORM 8K SHAREHOLDERS VOTE AT MEETING .

 

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):  February 23, 2012

CSP Inc.
(Exact Name of Registrant as Specified in its Charter)

Massachusetts
(State or Other Jurisdiction of Incorporation)

000-10843

(Commission File Number)

 

04-2441294

(IRS Employer
Identification Number)

43 Manning Road
Billerica, Massachusetts 01821
(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (978) 663-7598

 

Not Applicable

(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 (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))

 

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

 

(b) At the Company's 2012 Annual Meeting on February 23, 2012, of the 3,396,154 shares outstanding and entitled to vote 3,037,311 shares were represented, constitute a 89.4% quorum.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

 

Item No. 1:   The board's nominee for class I director was elected to serve until the Company's 2015 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Nominee

For

Withheld

  

Broker Non-Votes

Robert M. Williams

1,136,765

418,331

  

1,482,215
         
         

 

Item No. 2:  The appointment of McGladrey & Pullen, LLP as the Company's independent registered auditors for fiscal 2012 was ratified by the shareholders, by the votes set forth in the table below:

:   

 

For

Against

Abstain

Broker Non-Votes

2,854,847

87,514

94,950

0

  

 

Item No. 3:  The shareholders approved, a shareholder proposal that recommends that the Board of Directors of the Company take the steps necessary to declassify the election of the individual Board members and thereby nominate all Directors of the Company for election on an annual basis for a term of one year rather than staggering their individual elections to occur once every three years, by the votes set forth in the table below:  

 

For

Against

Abstain

Broker Non-Votes

    

Broker Non-Votes

1,273,035

273,863

8,198

1,482,215

 

    

1,576,019

 

  Our Board of Directors will review the entire proposal at our next Board meeting, which is scheduled for May 8, 2012. The Company will report what actions the Board will be taking in response to this vote after the May Board meeting.

 

 

 

 

 

 

2

 

 

                                                                                      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.

 

 

 

CSP Inc.

 

 

By:  __ /s/ Gary W. Levine                                        

Name:   Gary W. Levine

Title:     Secretary

 

Dated: February 28, 2012