0000716688-13-000004.txt : 20130410 0000716688-13-000004.hdr.sgml : 20130410 20130410160929 ACCESSION NUMBER: 0000716688-13-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130410 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130410 DATE AS OF CHANGE: 20130410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROWAVE FILTER CO INC /NY/ CENTRAL INDEX KEY: 0000716688 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 160928443 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10976 FILM NUMBER: 13753876 BUSINESS ADDRESS: STREET 1: 6743 KINNE ST CITY: E SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154373953 MAIL ADDRESS: STREET 1: 6743 KINNE ST CITY: EAST SYRACUSE STATE: NY ZIP: 13057 8-K 1 mfc-8k.txt 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) April 10, 2013 -------------- Microwave Filter Company, Inc. (Exact Name of Registrant as Specified in Charter) New York 0-10976 16-0928443 ------------------------- ----------------------- ------------------- (State or Other Jurisdiction(Commission File Number) (IRS Employer of Incorporation) Identification No.) 6743 Kinne Street, East Syracuse, New York 13057 ------------------------------------------------ -------- (Address of Principal Executive Offices) (Zip Code) (315) 438-4700 -------------- Registrant's telephone number, including area code 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 thefollowing 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)) 1 Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Microwave Filter Company, Inc. held its Annual Meeting of Shareholders on April 10, 2013. As of February 22, 2013, the record date for the meeting, there were 2,585,161 shares of common stock entitled to vote at the meeting. There were 2,032,639 shares of common stock present in person or by proxy, which represented 78.6% of the shares entitled to vote, and which constituted a quorum for the transaction of business. The following proposals were submitted to a vote of shareholders : (1) Proposal No. 1 - Election of Directors An election of directors was held and the shares present were voted as follows:: Broker For Withheld Non-Vote ___________ __________ ___________ Robert A. Andrews 975,673 53,077 1,003,889 Sidney K. Chong 975,613 53,137 1,003,889 Richard L. Jones 975,673 53,077 1,003,889 Robert D. Shiroki 993,135 35,615 1,003,889 (2) Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accountants The shareholders voted to ratify the appointment of EFP Rotenberg, LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2013, as set forth below: For Against Abstain ___________ ___________ __________ 1,885,433 28,086 119,120 (3) Proposal No 3 - To hold an advisory vote on executive compensation The shareholders voted to approve executive compensation, as set forth below: For Against Abstain Broker Non-Vote ___________ ___________ __________ _________________ 839,229 99,060 90,461 1,003,889 2 (4) Proposal No 4 - To hold an advisory vote on the frequency of the of the advisory vote on executive compensation The shareholders voted for 3 years, as set forth below: 3 Years 2 Years 1 Year Abstain Broker Non-Vote __________ _________ ________ _________ _________________ 905,964 13,918 80,492 28,376 1,003,889 (5) Proposal No 5 - To consider a shareholder proposal for proxy access The shareholders did not approve the shareholder proposal, as set forth below: For Against Abstain Broker Non-Vote ___________ ___________ __________ _________________ 151,375 848,043 29,332 1,003,889 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. Microwave Filter Company, Inc. -------------------------------- (Registrant) Dated: April 10, 2013 By: /s/ Carl F. Fahrenkrug -------------------------------- Carl F. Fahrenkrug President and Chief Executive Officer 3