-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1cmagl98puJR4ceopd7rakz3t3kHwRHsZz00qpNDMLqwwGIXFCy3bQ2VgXAJOnx ul+N+Ey9z3wngN2RwjOnLg== 0001201800-10-000034.txt : 20100329 0001201800-10-000034.hdr.sgml : 20100329 20100329152250 ACCESSION NUMBER: 0001201800-10-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100323 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20100329 DATE AS OF CHANGE: 20100329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERLEY INDUSTRIES INC /NEW CENTRAL INDEX KEY: 0000047035 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 232413500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05411 FILM NUMBER: 10710556 BUSINESS ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 BUSINESS PHONE: 7177358117 MAIL ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY MICROWAVE SYSTEMS INC DATE OF NAME CHANGE: 19900510 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY INDUSTRIES INC DATE OF NAME CHANGE: 19831103 8-K 1 hrly8kmarch23-2010.htm hrly8k-march2010.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:  March 23, 2010
(Date of earliest event reported)

 
HERLEY INDUSTRIES, INC.
(Exact name of Registrant as Specified in its Charter)
 

 
 

Delaware
0-5411
23-2413500
(State or other jurisdiction
(Commission File
(IRS Employer
of incorporation)
Number)
Identification No.)

 
 

3061 Industry Drive, Lancaster, Pennsylvania
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 (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 to communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

 
 


Item 5.07                      Submission of Matters to a Vote of Security Holders
 
(a)        The Registrant held its Annual Meeting of Stockholders on March 23, 2010.
 
 
(b)
(i)
The two nominated directors received the following votes, which represented a plurality of the votes cast:
 
Name
Votes For
Votes Withheld
Gerald A. Gagliardi
7,693,382
4,097,006
Rear Adm. Edward K. Walker, Jr. (Ret.)
4,063,426
7,726,962
 
 
However,  in accordance with Registrant’s By-Laws,  since he received more “withheld” votes than “for” votes, Rear Adm. Edward K. Walker, Jr.  (Ret.) submitted a resignation letter to the remaining Board of Directors.  The remaining Board of Directors, under a process to be managed by the Nominating/ Governance and Ethics Committee, and excluding Adm. Walker, has until May 7, 2010 to determine whether to accept his resignation.  Upon making its determination, the Board of Directors will promptly file a Form 8-K disclosing both its determination and the basis for its decision.
 
 
                        (ii)        The proposal to amend Registrant’s Certificate of Incorporation to eliminate the classified board structure
                        effective at the next Annual Meeting of Stockholders, as set forth in  its proxy statement, was approved
                        as follows:
 
Votes For
Votes Against
Votes Abstain
Broker Non-Vote
12,887,635
129,512
5,669
0
 
 
                        (iii)       The proposal to ratify and approve Registrant’s 2010 Stock Plan, as set forth in its proxy statement, was
           approved as follows:
 
Votes For
Votes Against
Votes Abstain
Broker Non-Vote
7,238,592
4,543,646
8,150
1,232,428
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 2
 
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.
 
 
 
Date: March 29, 2010
HERLEY INDUSTRIES, INC.
 
 
By: /s/  Anello C. Garefino
           Anello C. Garefino
           Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 3  
 

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