Annual General Meeting 2012
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): July 24, 2012
EMRISE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-10346 | | 77-0226211 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No) |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2012 annual meeting of stockholders of EMRISE Corporation (the “Company”) was held on July 24, 2012 (the “Annual Meeting”). The total number of shares represented at the Annual Meeting in person or by proxy was 9,108,829 of the 10,691,337 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 matters, where applicable, are set forth in the table below. With respect to the election of Otis W. Baskin and Frank P. Russomanno as Class I directors to each serve a three-year term on the Company’s Board of Directors, Mr. Baskin and Mr. Russomanno received the number of votes set forth opposite their name.
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| | | | Number of Votes | | | |
| | Votes For | | Votes Against/Withheld | | Abstentions | | Broker Non-Votes | |
Election of Otis W. Baskin | | 3,092,117 |
| | 417,957 |
| | - | | 5,598,755 |
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Election of Frank P. Russomanno | | 3,084,932 |
| | 425,142 |
| | - | | 5598755 |
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Ratification of BDO, LLP the Company's independent registered public accountant, to audit the Company's consolidated financial statements for 2012 | | 8,907,830 |
| | 32,003 |
| | 168,996 |
| | - | |
On the basis of the above votes, (i) Otis W. Baskin and Frank P. Russomanno were duly elected as Class I directors, and (ii) the proposal to ratify the selection of BDO, LLP as the Company’s independent registered public accountant to audit its consolidated financial statements for 2012 was adopted.
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Item 8.01 Other Events.
On July 26, 2012, 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.
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| | Description |
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99.1 | | Press Release issued by the Company, dated July 26, 2012.* |
* 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.
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Date: July 27, 2012 | | EMRISE CORPORATION |
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| By: | /s/ Carmine T. Oliva |
| | Carmine T.Oliva |
| | Chairman of the Board and Chief |
| | Executive Officer |
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EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 | | Press Release issued by the Company, dated July 26, 2012.* |
* Filed herewith.
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