8-K 1 a6186322.txt KEITHLEY INSTRUMENTS, INC. 8-K -------------------------------------------------------------------------------- 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 13, 2010 Keithley Instruments, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-9965 34-0794417 ----------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 28775 Aurora Road, Solon, Ohio 44139 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (440) 248-0400 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: [ ] 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 8.01 Other Events --------- ------------ Submission of Matters to a Vote of Security Holders (a) On February 13, 2010, the registrant conducted its Annual Meeting of Shareholders. The following matters were brought before the shareholders for vote at this meeting: Proposal 1 - Election of Directors: FOR WITHHELD BROKER NON-VOTES ---------- ---------------------- --- -------- ---------------- Joseph P. Keithley 28,982,324 615,049 1,025,297 Brian R. Bachman* 7,575,588 558,764 1,007,297 James B. Griswold 29,037,397 559,976 1,025,297 Leon J. Hendrix, Jr. 29,054,495 542,877 1,025,297 Brian J. Jackman* 7,972,330 162,022 1,007,297 Dr. N. Mohan Reddy* 7,942,292 192,060 1,007,297 Thomas A. Saponas 29,393,403 203,969 1,025,297 Barbara V. Scherer 29,440,282 157,091 1,025,297 *Elected by holders of Common Shares only. Proposal 2 - To ratify the selection of PricewaterhouseCoopers LLP as Keithley ---------- ----------------------------------------------------------------- Instruments, Inc.'s independent accountants for the fiscal year ending September -------------------------------------------------------------------------------- 30, 2010 -------- FOR 30,225,727 AGAINST 378,015 ABSTAIN 18,928 No other matters were brought before shareholders for a vote at the meeting. 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. Keithley Instruments, Inc. February 19, 2010 By: Mark J. Plush ------------------------------------ Name: Mark J. Plush Title: Senior Vice President, Chief Financial Officer and Treasurer