8-K

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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 8, 2010

SED International Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Georgia	0-16345	22-2715444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4916 North Royal Atlanta Drive, Tucker, Georgia	30084
(Address Of Principal Executive Office)	(Zip Code)

Registrant's telephone number, including area code: (770) 491-8962

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 5.02.

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

(c) On December 8, 2010, the Board of Directors of SED International Holdings, Inc., a Georgia corporation (OTCBB: SECX) (the “Company”), promoted J. Stanley Baumgartner, Jr. to the position of Senior Vice President and Chief Financial Officer.  Mr. Baumgartner joined the Company in November 2010 as Senior Vice President and Special Assistant to the Chief Executive Officer.  Lyle Dickler, previously Chief Financial Officer of the Company, will continue with the Company in his prior capacities as Vice President of Finance, Secretary and Treasurer.

As Senior Vice President and Chief Financial Officer, Mr. Baumgartner will continue to be paid an annual base salary of $185,000, be eligible to participate in the Company’s Senior Management Bonus Plan and health and welfare benefits.

The principal occupation and brief summary of Mr. Baumgartner’s background is as follows:

John Stanley Baumgartner, Jr. (Stan), age 61, joined the Company in November 2010 as Senior Vice President and Special Assistant to the Chief Executive Officer and, in December 2010, was promoted to Senior Vice President and Chief Financial Officer.  Mr. Baumgartner brings to the Company business experience from having served in senior financial, strategic and international positions for public and private companies.  From 2006 to 2010, he served as Group Chief Financial Officer at Pall Corporation (NYSE; Port Washington, NY), a filtration products manufacturer, responsible for Pall’s $1.5 billion Industrial filtration group.  From 2005 to 2006, Mr. Baumgartner was Corporate Controller for Wesco International (NYSE), a distributor of electrical supplies and provider of supply chain services, and from 2003 to 2005, served as Group Controller of Timken Corporation’s (NYSE; Canton, OH) $1.5 billion automotive division with responsibility for integrating a major acquisition and restructuring the division.  Timken is a manufacturer of bearings and alloy steels.  From 2000 to 2003, Mr. Baumgartner served as Chief Financial Officer of ASAT Holdings, Ltd., (Nasdaq; Hong Kong and Boston headquarters), a global provider of  semiconductor package design and test services, where Mr. Baumgartner helped guide the company through strategic transformation as well as the company’s IPO.  He is a CPA and began his career at Deloitte & Touche, LLP.  Mr. Baumgartner graduated from Georgia Institute of Technology with a Bachelor of Science in Industrial Management and from the Harvard Business School where he earned an MBA.

No family relationship exists between Mr. Baumgartner and any director or executive officer of the Company.

Item 5.07.

Submission of Matters to Vote of Security Holders.

On December 8, 2010, the Company held its 2010 Annual Meeting of Shareholders (the “2010 Shareholders Meeting”).  At that meeting, shareholders:

·

Elected four directors (“Election of Directors”); and

·

Provided advisory approval of the appointment of independent auditors for fiscal year 2011 (“Appointment of Auditors”).

The specific votes with respect to aforementioned were as follows:

2

1.

Election of directors:

NAME	VOTES
	FOR	WITHHELD	BROKER NON-VOTES
Jonathan Elster	1,824,878	545,704	1,962,383
Arthur Goldberg	1,823,067	547,515	1,962,383
Stephen Greenspan	1,888,182	482,400	1,962,383
J. K. Hage III	1,892,932	477,650	1,962,383

2.

Appointment of Auditors:

VOTES
FOR	AGAINST	ABSTAIN
4,240,264	88,812	3,889

Item 8.01: Other Matters.

On December 13, 2010, the Company issued the press release attached hereto as Exhibit 99.1 announcing the promotion of Mr. Baumgartner, the voting results of the 2010 Shareholders Meeting and that its Board of Directors has reserved an additional $250,000 for repurchases of shares of the Company’s common stock.  

Item 9.01:

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Modification Agreement, dated December 8, 2010 to the Employment Agreement of Lyle Dickler
99.1	Press release dated December 13, 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.

SED International Holdings, Inc.

Dated:  December 13, 2010

By:         /s/ Jonathan Elster                    

Jonathan Elster,

Chief Executive Officer

3

EX-10

Exhibit 10.1

MODIFICATION TO EMPLOYMENT AGREEMENT

THIS MODIFICATION TO EMPLOYMENT AGREEMENT (“Modification Agreement”) is made this 8th day of December, 2010 between SED INTERNATIONAL HOLDINGS, INC., a Georgia corporation (the “Company”) and Lyle Dickler, an individual resident of the State of Georgia (the "Executive").  Collective, the Company and the Executive may be referred to hereinafter as the “parties.”

WITNESSETH:

WHEREAS, on August 12, 2009, Executive and the Company entered into an Employment Agreement (the "Agreement^”) setting forth the terms and conditions of Executive's employment with the Company.  Capitalized terms used but not defined herein shall have the meanings ascribed in the Agreement; and

WHEREAS, the Executive and the Company wish to amend and modify the Agreement; and

NOW, THEREFORE, in consideration of the foregoing, the continued employment of the Employee and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  The Executive hereby shall be employed by the Company as its Vice President of Finance, Secretary and Treasurer and shall report to the Chief Financial Officer, or as he directs.

2.  As of the date hereof, the Executive is an “at-will” employee of the Company, but can be terminated by the Company only upon 3 weeks advance written notice.

3.  If the Executive’s employment with the Company is terminated by the Company, other than for Good Cause, or is terminated by the Executive on at least 3 weeks advance written notice, then the Executive shall receive the Severance Payment, equal to six months of his Salary.  The parties agree that, other than as modified by this Modification Agreement, the respective rights, duties and obligations of the parties set forth in Section 3(d) of the Agreement shall remain in full force and effect.

4.  Prior to October 23, 2011, the vesting date for an aggregate of 20,000 restricted shares of common stock of the Company which had been granted to the Executive on October 23, 2007 and May 13, 2008, if Executive’s employment with the Company is terminated by the Company other than for Good Cause, then all such shares shall vest immediately on the effective date of such termination.  If, however, Executive’s employment with the Company is terminated by the Company for Good Cause or is terminated by the Executive prior to the October 23, 2011 vesting date, then all such shares shall be immediately forfeited to the Company and the Executive shall have no further rights or privileges over such shares.

5.  Except as otherwise modified hereby, all other provisions of the Agreement shall remain in full force and effect. Any terms or provisions of the Agreement covering the same subject matter that are in conflict with this Modification Agreement are hereby merged into and superseded by the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Modification Agreement as of the date first indicated above.

EXECUTIVE	SED INTERNATIONAL HOLDINGS, INC.,
	a Georgia corporation
/s/ Lyle Dickler	By: /s/ Jonathan Elster
Lyle Dickler	Name: Jonathan Elster
	Title: Chief Executive Officer

EX-99

  FOR MORE INFORMATION, PLEASE CONTACT

The Piacente Group, Inc.

Brandi Floberg or Lee Roth

212-481-2050 or sed@tpg-ir.com (Twitter: TPGir)

SED International Appoints New Chief Financial Officer

Board of Directors Approves $250,000 for Stock Repurchase Program

TUCKER, GA – December 13, 2010 – SED International Holdings, Inc. (OTCBB: SECX), a multinational supply chain management provider and distributor of leading computer technology, consumer electronics, small appliances and cellular products, today announced that J. Stanley Baumgartner, Jr., was appointed Senior Vice President and Chief Financial Officer, effective immediately. Mr. Baumgartner succeeds Lyle Dickler who will remain at the Company as Vice President of Finance, Treasurer and Secretary.

“We are extremely pleased to welcome such a seasoned financial executive to SED’s management team,” said Jonathan Elster, SED’s President and Chief Executive Officer. “Stan’s impressive background as a top financial executive at numerous Fortune 500 companies makes him an ideal addition to our organization. Given his significant experience with complex transactions and strategic acquisitions at both public and private companies, we believe Stan is an ideal fit for SED as we work to achieve our next level of financial growth and create additional value for our shareholders. Stan clearly possesses a level of financial expertise and operational acumen that will prove invaluable to the future success of our organization. The Board and I are grateful for Lyle’s contributions as CFO and we look forward to his continued input as a member of our senior management team.”

Mr. Baumgartner joined the Company in November 2010 as Senior Vice President and Special Assistant to the Chief Executive Officer. From 2006 to 2010 he served as group chief financial officer at Pall Corporation (NYSE: PLL), a global manufacturer of filtration products serving a variety of industrial applications, where he was responsible for their $1.5 billion industrial group.  From 2005 to 2006 Mr. Baumgartner was the corporate controller for Wesco Distribution International (NYSE: WCC), a distributor of electrical supplies and provider of supply chain services. Previously, from 2003 to 2005, he served and as the group controller of Timken Corporation’s (NYSE: TKR) $1.5 billion automotive division where he managed the integration of a major acquisition and restructured the division. From 2000 to 2003 Mr. Baumgartner was chief financial officer of ASAT Holdings, Ltd (Nasdaq: ASTT), a global provider of semic onductor assembly design and test services, where he helped guide the company through a strategic transformation as well as its IPO.

Mr. Baumgartner is a CPA and began his career at Deloitte & Touche, LLP. He received an M.B.A. from the Harvard School of Business, a B.S. from Georgia Institute of Technology.

The Company also announced that its Board of Directors reserved an additional $250,000 for repurchases under the Company’s stock repurchase program pursuant to which SED may buy back shares of its common stock in the open market or in individually negotiated transactions. Additionally, all proposals subject to vote during SED's annual shareholders' meeting held on December 8, 2010 were approved.

ABOUT SED INTERNATIONAL HOLDINGS, INC.

Founded in 1980, SED International Holdings, Inc. is a multinational, preferred distributor of leading computer technology, consumer electronics, small appliances and cellular products.  The Company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, Business-to-Business and Business-to-Consumer markets.  Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Texas; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the U.S. and Latin America.  To learn more, please visit www.SEDonline.com; or follow us on Twitter @SEDIntl.

Statements made in this Press Release that are not historical or current facts are "forward-looking statements.”  These statements often can be identified by the use of terms such as "may," "will," "expect," "believes," "anticipate," "estimate," "approximate" or "continue," or the negative thereof.  The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Any forward-looking statements represent management's best judgment as to what may occur in the future.  However, forward-looking statements are subject to risks, uncertainties and important factors beyond the control of the Company that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected.  These factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, failure to gain product approval in foreign countries and failure to capitalize upon access to new markets.  The Company disclaims any obligation to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. These factors and others are discussed in the "Management's Discussion and Analysis" section of the Company's Reports on Forms 10-K and 10Q available at www.sec.gov.

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