h8k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

	Date of Report:	January 13, 2011
	Date of earliest event reported	January 11, 2011

HERLEY INDUSTRIES, INC.

(Exact name of Registrant as specified in its Charter)

Commission File No. 0-5411

Delaware	23-2413500
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)
3061 Industry Drive Lancaster, PA	17603
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 717-397-2777

Former name or former address, if changed since last Report: N/A

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
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]	Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act

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

(a) Herley Industries, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 11, 2011.

(b) (i) The six nominated directors received the following votes, which represented a plurality of the votes cast:

Name	Votes For	Votes Withheld
Dr. Edward A. Bogucz	10,843,448	648,364
Carlos C. Campbell	10,969,712	522,100
F. Jack Liebau, Jr.	11,053,056	438,756
Michael N. Pocalyko	10,110,872	1,380,940
John A. Thonet	10,888,075	603,737
Raj Tatta	11,449,505	42,307

(ii) The proposal to amend Section 1, Article V of the Company’s Bylaws to modify the definition of “Independent Director”, as set forth in the Company’s proxy statement dated December 7, 2010 (the “Proxy Statement”), was approved as follows:

	Votes For	Votes Against	Votes Abstain	Broker Non-Vote
	12,677,271	2,430	8,512	0

(iii) The proposal to amend Section 3, Article V of the Company’s Bylaws to give the Audit Committee responsibility for review of “Affiliate Transactions”, as set forth in the Proxy Statement, was approved as follows:

	Votes For	Votes Against	Votes Abstain	Broker Non-Vote
	12,683,385	2,373	2,455	0

(iv) The proposal to amend Article V of the Company’s Bylaws to delete Section 5, which currently requires a two-thirds vote of stockholders to amend Article V of the Bylaws, as set forth in the Proxy Statement, was not approved as follows:

	Votes For	Votes Against	Votes Abstain	Broker Non-Vote
	6,069,260	6,388,668	230,282	0

(iii) The proposal to amend Sections 1 and 4, under Article V of the Company’s Bylaws to correct typographical errors, as set forth in the Proxy Statement, was approved as follows:

	Votes For	Votes Against	Votes Abstain	Broker Non-Vote
	12,683,524	2,234	2,455	0

A press release announcing these results is attached hereto as Exhibit 99.1.

Item 8.01: Other Events

At the Annual Meeting, John A. Thonet, Chairman of the Board, and Richard A Poirier, President and Chief Executive Officer, provided an overview of the Company’s strategy and performance. The PowerPoint slides which accompanied these presentations are attached hereto as Exhibit 99.2.

Item 9.01: Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release
99.2	Presentation

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.

Date: January 13, 2010

HERLEY INDUSTRIES, INC.

By: : /s/Anello C. Garefino

Anello C. Garefino

Chief Financial Officer

Exhibit 99.1

Herley Announces Annual Meeting Results

Stockholders Approve Proposals and Elect Six Members to Board of Directors

LANCASTER, PA, January 13, 2011 – Herley Industries, Inc. (Nasdaq: HRLY) announced the results of its Annual Meeting of Stockholders, held January 11, 2011 in Lancaster, PA.

Herley stockholders elected six directors to serve pursuant to the terms of the Certificate of Incorporation with a term to expire in 2012:

Dr. Edward A. Bogucz – Executive Director, Syracuse Center of Excellence in

Environmental and Energy Systems

Carlos C. Campbell – Formerly Assistant Secretary of Commerce for Economic

Development, U.S. Department of Commerce (1981-1984)

F. Jack Liebau, Jr. – President of Liebau Asset Management Company

Michael N. Pocalyko – Managing Director and CEO, Monticello Capital

John A. Thonet – Chairman of the Board, Herley Industries, Inc.

Raj Tatta – Retired Partner of PricewaterhouseCoopers

Stockholders voted on the following proposals:

·	Proposal 2 to amend Section 1, Article V of the Company’s Bylaws to modify the definition of “Independent Director” was approved.

·	Proposal 3 to amend Section 3, Article V of the Company’s Bylaws to give the Audit Committee responsibility for review of “Affiliate Transactions” was approved.

·	Proposal 4 to amend Article V of the Bylaws to delete Section 5, which currently requires a two-thirds vote of stockholders to amend Article V of the Bylaws, was not approved.

·	Proposal 5 to amend Sections 1 and 4 of Article V of the Bylaws to correct typographical errors was approved.

Interested parties may access a replay of the Annual Stockholders Meeting and slide presentation via the web at: http://www.videonewswire.com/event.asp?id=75371. The replay will be available through January 10, 2012. The presentation will also be available on Herley’s web site at www.herley.com.

Herley Industries, Inc. is a leader in the design, development and manufacture of microwave technology solutions for the defense, aerospace and medical industries worldwide. Based in Lancaster, PA, Herley has seven manufacturing locations and approximately 1,000 employees. Additional information about the Company can be found on the Internet at www.herley.com.

Safe Harbor Statement - Except for the historical information contained herein, this release may contain forward-looking statements. Such statements are inherently subject to risks and uncertainties. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "plan," "intend," "may," "should" or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materia lly from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and current economic conditions, including the potential for significant changes in US defense spending under the current Administration which could affect future funding of programs and allocations within the budget to various programs as well as the factors set forth in this report and in our public filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For information at Herley contact: www.herley.com

Peg Guzzetti Tel: (717) 397-2777

Investor Relations

Except for the historical information contained herein, this presentation may contain forward-looking
statements. Such statements are inherently subject to risks and uncertainties. Forward-looking statements
involve various important assumptions, risks, uncertainties and other factors which could cause our actual
results to differ materially from those expressed in such forward-looking statements. Forward-looking
statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate,"
"expect," "plan," "intend," "may," "should," "we look forward" or the negative of these terms or similar
expressions. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ
materially from those contemplated by the forward-looking statements as a result of certain factors including,
but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements,
cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely
development of new products, difficulties in manufacturing, outcome of pending litigation, commercialization
and trade difficulties and current economic conditions, including the potential for significant changes in US
defense spending under the current Administration which could affect future funding of programs, and
allocations within the budget to various programs, as well as the factors set forth in our public filings with the
Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

John A. Thonet

Chairman of the Board

Richard F. Poirier

Chief Executive Officer

and President

ž Markets include U. S. Military, Defense Contractors and
Allied Countries

ž 1,000 employees at seven manufacturing facilities

ž Established in 1965. 2010 marks our 45th anniversary

ž Corporate Office in Lancaster, Pennsylvania

ž NASDAQ : HRLY

ž Revenues: FY 2010: $188 million

ž Leading supplier of electronic components and systems
specializing in microwave and millimeter wave technology

ž Provide Design, Engineering and Manufacturing expertise to
meet high performance requirements

ž Offer standard products to highly complex integrated systems

ž Goal is to be the market leader and “go-to” source for
microwave technology products and solutions

ž FY 2010 sales to U. S. Government were approximately 15%,

ž FY 2010 sales to Northrop Grumman were 20% and Lockheed Martin were 13%

ž No other customer accounted for 10% or more of consolidated net sales

for FY 2010

Jan. 1999
General Microwave

Sept 2000

Mar. 2004

ž In 1992, Herley’s senior management made the strategic decision to take
advantage of the fragmented nature of the microwave industry and began
an acquisition plan to transform Herley into a focused and full service
defense microwave technology company

ž Key to Herley’s growth strategy was acquiring complementary microwave
technologies and component level businesses and fusing the respective
technologies into one company, making the divisions both suppliers and
customers of each other

ž Consolidated acquisitions into six current production facilities

EWST

Herley

GMI EYAL

Micro Systems

Herley CTI

Herley

Lancaster

Herley

New England

Herley GMIC

Approximately 1,000 employees at seven manufacturing facilities, four in
the United States one in the UK, and two in Israel

($Millions; FY Ending July 31)

EA-18G

Trident

F-16

LAMPS

F-18

AMRAAM

EA-6B

SSST

SPEWS II

F-15

IFF

CALCM

AFSAT

ž Receiver/Exciter Subsystem

ž Receiver Protectors

ž Frequency Generator Subsystem

ž Landing Systems

ž Synthesizers

ž Low Noise Amplifiers

ž Phase Shifters

ž FET Amplifiers

ž Step Attenuators

ž Oscillators

ž Up/Down Converters

ž Altimeters

ž Simulators

ž Integrated Microwave Assemblies

F-15

F-16

F-18

Gripen

Firefinder

Eurofighter

ž Integrated Microwave Assemblies

ž Integrated Threat Radar, ECM,
Target Generation

ž Simulator Systems

ž CHAMELEON II ECM/Target
Generator

ž RSS8000 Series Radar Threat
Simulators

ž MERTS Mobile EW and Radar Test
System

ž Radar Environment Simulators
(RES)

ž Digital RF Memories (DRFM)

ž Power Amplifiers

ž Receiver Protectors

ž Receivers

ž Synthesizers

ž Hybrid Circuits

E-2C

E-2D

EA-6B

EA-18G

Rivet Joint

Test Ranges/Systems

ž Communication Jamming Systems

ž Ultra Wideband High Power Amplifier

ž 20 to 500 MHz in a single band

ž AM, FM, FSK, PSK, CW signals

ž Up to 600 W RF Output Power

ž Next Generation Network Radio

ž Power Amplifier Module

ž 225 to 400 MHz

ž 32-W CW Output Power

ž Extended Range Communications

ž UHF External Power Amplifier

ž 225 to 400 MHz

ž 100-W Output Power

ž Real-time Broadband Internet Service

ž Airborne SATCOM Power Amplifier

ž 128 kb/s Data Rate

ž 1600 to 1660 MHz

Missile Seekers

Communication
Systems

Medical & Scientific

IED Countermeasures

Jamming Systems

ž Radar and IFF Transponders

ž Flight Termination Receivers

ž Flight Termination Transmitters

ž PCM Encoder Systems

ž Telemetry Receivers

ž Mobile/Integrated Range
Instrumentation

ž Radar Altimeters

ž Scoring Systems

ž GPS/INS Trackers

ž GPS Translators

ž Antennas

ž Test Sets

ž Encryption Modules

ž Integrated Telemetry Receive Station

ž Data Links

ž Instrumentation Support Packages

Trident II D-5

AMRAAM

SM3/SM6

JAGM

CALCM

JASSM

SDB

MALD

ž Command and Control Ground Stations

ž System of choice for US Army, US Navy,
and several international customers

ž Capable of flying four targets
simultaneously

ž GPS Waypoint navigation and Mission
planning

ž Over-the Horizon capability to 400 NM

ž Software configurable to fly a variety of
targets

ž Airborne Avionics

ž Command and control transponders
adaptable to Iridium based technology

ž Built-in GPS receiver

ž Auto-pilots

ž Scoring systems

ž Identification Friend or Foe (IFF)
transponders

ž Power management and conditioning

ž Electro-explosive devices

ž Radar tracking beacons

BQM-34

BQM-74

MQM-107

BQM-167

QF-4

QF-16

Nuclear Magnetic Resonance (NMR)

Magnetic Resonance Imaging (MRI)

ž High Power Amplifiers

ž Rack-mounted amplifiers

ž Include detection/protection circuitry

ž Built-in power supplies

ž Front panel metering and interface
controls

ž Well-diversified among mission-critical platforms

ž High barriers to entry limit competition

ž Cost and Length of development cycle

ž Risk associated with environmental and system
qualification

ž 45 years of dedicated service to the microwave
industry

ž Proven performance leads to increased content

EA-18G

Trident

F-16

LAMPS

F-18

AMRAAM

EA-6B

MSST

SPEWS II

F-15

CALCM

The NASDAQ Global Select Market: HRLY
approximately 13.8 million shares outstanding at Fiscal Year End

	FY2007 (7/30/07)	FY2008 (8/3/08)	FY2009 (8/2/09)	FY2010 (8/1/2010)
Revenues	$137,850	$136,088	$160,089	$188,123
International Revenues	27%	32%	33%	34%
Operating Income (loss)(1)	$9,666	$(5,659)	$(3,326)	$21,609
LT Debt (1)	$5,951	$7,092	$12,246	$10,881
Shareholders Equity	$209,641	$193,435	$152,056	$158,984
Debt to Total Capital (1)	2.8%	3.7%	8.1%	6.8%
Common Share Data
Diluted EPS - Continuing Operations	$0.17	$(.78)	$(3.00)	$0.50
Diluted Average Shares Outstanding	14,395	13,652	13,560	14,051

(1) Excludes employment and litigation settlements and impairment of Goodwill

ØWhere We Were

§ Protecting core business through
quality products and strong
customer relationships

§ Gaining more content on existing
platforms by leveraging success
into integrated sub-system and
system work - “moving up the
food chain”

§ Evaluating acquisition
opportunities to target strategic
markets, programs, customers
and technologies

§ Aggressively pursuing new
business opportunities and new
programs

§ Capitalizing on growth of
international militaries (e.g.,
India, South Korea, Turkey)

§ Long history of providing microwave
systems and components to
defense and commercial sectors

§ Settled all outstanding litigation,
including July 2010 settlement of
securities class action suits

§ New leadership team in 2009 and
2010

§ Record financial performance in
2010, growing revenue to $188M
and adjusted EBITDA to $28.2M

§ Significant funded backlog of $187
million as of July 2010

§ Large number of single-source
positions on long-term and well-
funded defense programs

ž Protect Our Core Business

ž Quality products and services

ž On-time delivery

ž Strong customer relationships

ž Gain More Content On Existing Platforms

ž Leverage success into higher level sub-system and system work - “move
up the food chain”

ž Evaluate Acquisition Opportunities

ž Create synergies with existing companies

ž Target strategic markets, programs, technology, customers

Program / Platform	Description
P-8 Multi-Mission Maritime Aircraft (MMA)	n Next-generation maritime surveillance aircraft to replace P-3 Orion
Firefinder Radar System Upgrade (EQ-36)	n Mobile radar system designed to detect and track incoming artillery and rocket fire
Fire Scout UAV (MQ-8)	n Unmanned autonomous helicopter for ISR and precision targeting support
QF-16 Full Scale Aerial Target	n Reusable full-scale aerial target drone modified from an F-16
Barak and Spyder Missiles	n Surface-to-air anti-aircraft missile systems in use by foreign militaries
Navy Sub-Scale Aerial Target (SSAT BQM-167X)	n Next-generation Naval unmanned aerial target system

Program / Platform	Description
Broad Area Maritime Surveillance (BAMS)	n UAS system for persistent maritime ISR data collection and dissemination capability
F-35 Joint Strike Fighter (JSF)	n Next-generation multirole fighter aircraft
Surface Electronic Warfare Improvement Program (SEWIP)	n Spiral-block program to provide improved Fleet electronic warfare capability
Joint Air-to-Ground Missile (JAGM)	n Next-generation air-to-surface missile to replace current BGM-71 TOW, AGM-114 Hellfire and AGM-65 Maverick missiles
Next Generation Jammer (NGJ)	n EW jammer pod intended for the EA-18G Growler and F-35 Joint Strike Fighter
Air and Missile Defense Radar (AMDR)	n Scalable solid-state radar suite intended for future Naval surface combatants

ž Approximately 34% of FY2010 Revenue was International

ž 1988 foreign sales were less than 1%

ž Growth in the international marketplace is a company goal

ž Facilities in Israel and the UK have expanded Herley’s
international reach

ž A strong backlog at EWST and Israel

ž An extensive network of knowledgeable sales representatives
around the globe

ž Business development is being expanded in Taiwan, Japan,
Korea and India

ž Focused defense-technology company

ž Diversified portfolio of customers and programs

ž Strong customer relationships

ž Solid new business pipeline both domestic and international

ž Continued organic growth

ž Disciplined acquisition strategy

Market leader in microwave technology

State-of-the-art microwave design and production expertise

Highly experienced employees and management

Entrenched on mission-critical platforms with an established
and diversified customer base

Herley Industries, Inc.

3061 Industry Drive, Suite 200

Lancaster, PA 17603

Telephone: 717 397-2777

Fax: 717 735-8123

http://www.herley.com