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):  June 24, 2011

EMRISE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-10346	77-0226211
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2530 Meridian Parkway, Durham, NC	27713
(Address of principal executive offices)	(Zip Code)

(408) 200-3040

(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 the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The 2011 annual meeting of stockholders of EMRISE Corporation (the “Company”) was held on June 24, 2011 (the “Annual Meeting”).  The total number of shares represented at the Annual Meeting in person or by proxy was 8,640,952 of the 10,667,337 shares of common stock outstanding and entitled to vote at the Annual Meeting.

The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matter, where applicable, are set forth in the table below.  With respect to the election of Carmine T. Oliva as a Class III director to serve a three-year term on the Company’s Board of Directors, Mr. Oliva received the number of votes set forth opposite his name.

		Number of Votes
	Votes For	Votes Against/Withheld	Abstentions	Broker Non-Votes
Election of Carmine T. Oliva	2,480,515	1,135,806	—	5,024,631
Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to decrease the number of authorized shares of common stock from 150,000,000 to 75,000,000	8,502,035	102,695	36,222	—
Ratification of BDO USA, LLP, the Company’s independent registered public accountant, to audit the Company’s consolidated financial statements for 2011	8,565,328	72,570	3,054	—

On the basis of the above votes, (i) Carmine T. Oliva was duly elected as a Class III director, (ii) the proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to decrease the number of authorized shares of common stock from 150,000,000 to 75,000,000 was approved, and (iii) the proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accountant to audit its consolidated financial statements for 2011 was adopted.

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Item 8.01Other Events.

On June 29, 2011, the Company issued a press release regarding the results of the Annual Meeting.

A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company, dated June 29, 2011.*

* Filed herewith.

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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 hereunto duly authorized.

Date: June 29, 2011		EMRISE CORPORATION
	By:	/s/ Carmine T. Oliva
		Carmine T. Oliva
		Chairman of the Board and Chief
		Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company, dated June 29, 2011.*

* Filed herewith.

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EX-99.1

Exhibit 99.1

NEWS
	2530 Meridian Parkway Durham, NC 27713 (408) 200-3040 · (408) 550-8340 www.emrise.com

FOR IMMEDIATE RELEASE

CONTACT:	Allen & Caron, Inc
Brandi Festa	Rene Caron (investors)
Director Finance and Administration	Len Hall (media)
(408) 573-2705	(949) 474-4300
bfesta@emrise.com	rene@allencaron.com
	len@allencaron.com

EMRISE CORPORATION ANNOUNCES RESULTS

OF 2011 ANNUAL STOCKHOLDERS’ MEETING

DURHAM, NC— June 29, 2011 — EMRISE CORPORATION (OTCBB: EMRI), a multi-national manufacturer of defense and aerospace electronic devices and communications equipment, today announced that it held its 2011 annual meeting of stockholders at 11:30 am EDT on Friday, June 24, 2011, at the SpringHill Suites by Marriott in Newark, NJ, as previously scheduled.  Stockholders of record of EMRISE common stock at the close of business on May 17, 2011, the record date for the 2011 annual meeting, were entitled to notice of and to vote at the 2011 annual meeting or at any adjournments and postponements of the meeting.  A quorum of stockholders was present at the meeting in person or by proxy.

At the 2011 annual meeting, EMRISE stockholders approved (1) the proposal to elect Carmine T. Oliva, 68, as a Class III director to serve a three-year term on the Company’s Board of Directors; (2) the proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to decrease the number of authorized shares of the Company’s common stock from 150,000,000 to 75,000,000; and (3) the proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for 2011.

About EMRISE Corporation

EMRISE designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets.  EMRISE products perform key functions such as power supply and power conversion; radio frequency (RF) and microwave signal processing; and network access and timing and synchronization of communications networks.  The use of its network products in network timing and synchronization in edge networks is a primary growth driver for the Company’s Communications Equipment business segment.  The use of its power supplies, RF and microwave signal processing devices and subsystems in on-board in-flight entertainment and communications systems is a primary growth driver for the Company’s Electronic Devices business segment.  EMRISE serves the worldwide base of customers it has built in North America, Europe and Asia through operations in the United States, England and France.  EMRISE is a publicly traded company whose common stock trades on the OTCBB under the symbol EMRI.  For more information, go to www.emrise.com.

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