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): December 15, 2010

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	1-106	38-1799862
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2525 Shader Road, Orlando, FL		32804
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2010, The LGL Group, Inc. (the “Company”) granted Gregory P. Anderson, its President and Chief Executive Officer, and R. LaDuane Clifton, its Chief Accounting Officer, 3,598 and 2,080 restricted shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), respectively, as bonus payments for 2010, under the Company’s 2001 Equity Incentive Plan.  These shares will vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date.

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

On December 15, 2010, Company held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”).

The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of seven directors to serve until the Company’s 2011 Annual Meeting of Stockholders and until their successors are duly elected and qualify; and (ii) the ratification of the appointment of J.H. Cohn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.  The number of shares of the Company’s common stock outstanding and eligible to vote as of October 18, 2010, the record date of the Annual Meeting, was 2,250,373.

Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders.  Set forth below is the number of votes cast for or withheld for director nominees, as well as the number of votes cast for or against and abstentions with respect to the ratification proposal.  There were no broker non-votes on the ratification proposal.

Nominee	For		Withheld
Marc Gabelli		1,388,386		39,962
Timothy Foufas		1,388,386		39,962
Patrick J. Guarino		1,360,080		68,268
Michael Chiu		1,388,386		39,962
Paul D. Kaminski		1,388,386		39,962
Hans Wunderl		1,112,013		316,335
Robert S. Zuccaro		1,388,386		39,962
Proposal	For		Against		Abstain	Broker Non-Votes
Ratification of Appointment of J.H. Cohn LLP		2,085,263		2,419	3,586	—

Item 8.01. Other Events.

On December 21, 2010, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.                                Description

99.1                                          Press Release dated December 21, 2010.

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.

December 21, 2010	THE LGL GROUP, INC.
	By:	/s/ R. LaDuane Clifton
		Name:	R. LaDuane Clifton
		Title:	Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.                                Description

99.1                                          Press Release dated December 21, 2010.

EX-99.1

EXHIBIT 99.1

Contacts:                      LaDuane Clifton, The LGL Group, Inc.:                                                               (407) 298-2000

      Email: lclifton@lglgroup.com

                                      Victor Emmanuel, VJE Consultants:                                                                      (914) 305-5198

LGL Reports 2010 Annual Meeting Results

ORLANDO, FL, December 21, 2010 – The LGL Group, Inc. (NYSE Amex: LGL) (the “Company”) announced the results of its 2010 Annual Meeting of Stockholders (“Annual Meeting”) held on December 15, 2010, in New York, NY.  The stockholders elected the following seven directors to the Company’s Board of Directors: Marc Gabelli, Timothy Foufas, Patrick J. Guarino, Michael Chiu, Paul D. Kaminski, Hans Wunderl and Robert S. Zuccaro.  The stockholders also ratified the appointment of J.H. Cohn LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2010.

Greg Anderson, the Company’s President and Chief Executive Officer, said “Through hard work and a keen focus on managing costs and expanding our product lines, LGL has returned to profitability.  These changes have positioned the Company to begin looking for new ways to drive growth by leveraging the LGL platform and creating value for our stockholders.”

At the Annual Meeting, Mr. Anderson presented the Company’s strategic growth framework, which includes

·   Organic investment in the Company’s core components business for new product development and efforts to increase and diversify supply capacity,

·   Joint venture investments to gain access to intellectual property or new technologies that move the Company higher in the “product value chain”,

·   Acquisition opportunities that provide synergy with the core business or expand the Company’s core competencies in connection with its strategic vision and

·   Exploration of greenfield opportunities that can bring new markets, new customers and diverse new technologies to the Company.

The materials presented at the Annual Meeting are available on the Company’s website at www.lglgroup.com.

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About The LGL Group, Inc.

The LGL Group, Inc., through its wholly-owned subsidiary MtronPTI, manufactures and markets highly engineered electronic components used to control the frequency or timing of signals in electronic circuits.  These devices are used extensively in infrastructure equipment for the telecommunications and network equipment industries, as well as in electronic systems for military applications, avionics, earth-orbiting satellites, medical devices, instrumentation, industrial devices and global positioning systems. The Company has operations in Orlando, Florida, Yankton, South Dakota and Noida, India.  MtronPTI also has sales offices in Hong Kong and Shanghai, China.

For more information on the Company and its products and services, contact R. LaDuane Clifton, Chief Accounting Officer, The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000, or visit the Company’s Web site: www.lglgroup.com.

Caution Concerning Forward Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. More detailed information about those factors is contained in the Company’s filings with the U.S. Securities and Exchange Commission.