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 13, 2013

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, North Carolina 27713

(Address of Principal Executive Offices)

(408) 200-3040

(Registrant’s telephone number, including area code)
  

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 13, 2013, EMRISE Corporation (the “Company”) held its 2013 annual meeting of stockholders (the “Annual Meeting”). The total number of shares represented at the Annual Meeting in person or by proxy was 8,817,135 of the 10,698,337 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 Julie A. Abraham and Graham Jefferies as Class II directors to each serve a three-year term on the Company’s Board of Directors, Ms. Abraham and Mr. Jefferies received the number of votes set forth opposite their names.

	Number of Votes
	Votes For		Votes Against/Withheld		Abstentions		Broker Non-Votes
Election of Julie A. Abraham		2,893,131		1,113,400		-		4,810,604
Election of Graham Jefferies		2,891,666		1,114,865		-		4,810,604
Ratification of BDO, LLP the Company’s independent registered public accountant, to audit the Company’s consolidated financial statements for 2013		8,259,013		558,066		56		-
Non-binding advisory vote on the Company’s Executive Compensation		2,138,007		1,856,477		12,047		4,810,604

	1 Year		2 Years		3 Years		Abstentions
Non-binding advisory vote to approve the frequency of advisory votes on executive compensation		2,587,367		131,771		19,670		1,267,723

On the basis of the above votes, (i) Julie A. Abraham and Graham Jefferies were elected as Class II 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 2013 was adopted. The stockholders also voted a sufficient number of non-binding advisory votes to approve (iii) the Company’s executive compensation and (iv) the one-year frequency for advisory votes on executive compensation.

Item 8.01  Other Events.

On June 18, 2013 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 as reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Press Release issued by the Company, dated June 18, 2013.

* filed herewith

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.

	EMRISE CORPORATION
Date: June 18, 2013	By:	/s/ Carmine T. Oliva
		Carmine T. Oliva
		Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:

Allen & Caron, Inc

Rene Caron (investors)

Len Hall (media)

(949) 474-4300

rene@allencaron.com

len@allencaron.com

EMRISE CORPORATION ANNOUNCES RESULTS

OF 2013 ANNUAL STOCKHOLDERS’ MEETING

DURHAM, NC – June 18, 2013 – EMRISE CORPORATION (OTCQB: EMRI), a multi-national manufacturer of defense and aerospace electronic devices and communications equipment, today announced that it held its 2013 annual meeting of stockholders at 11:30 am EDT on Thursday, June 13, 2013, at the DoubleTree by Hilton Hotel, Newark, NJ, as previously scheduled. Stockholders of record of EMRISE Corporation common stock at the close of business on April 23, 2013, the record date for the 2013 annual meeting, were entitled to notice of and to vote at the 2013 annual meeting or at any adjournments and postponements of the meeting. A quorum of stockholders was present at the meeting with 82.41 percent of the Company’s stockholders voting in person or by proxy.

At the 2013 annual meeting, EMRISE stockholders voted to approve Proposal (1) to elect Julie A. Abraham and Graham Jefferies as Class II directors, each to serve a three-year term on the Company’s Board of Directors; and to approve Proposal (2) to ratify the selection of BDO LLP, EMRISE’s independent registered public accountant, to audit the Company’s consolidated financial statements for 2013.

The stockholders also voted a sufficient number of non-binding advisory votes at the 2013 annual meeting to approve Proposal (3), the Company’s executive compensation; and to approve the one-year frequency of advisory votes on executive compensation in Proposal (4).

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 to public and private communications networks. The use of its network products in public and private, legacy and latest Ethernet and Internet Protocol (IP) networks is a primary growth driver for the Company’s Communications Equipment business units. The use of its power supplies, RF and microwave signal processing devices and subsystems in on-board In-Flight Entertainment and Connectivity systems is a primary growth driver for the Company’s Electronic Devices business units. 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. For more information on EMRISE, go to www.emrise.com.

EMRISE common stock trades under the symbol EMRI on OTCQB, the venture marketplace for companies that are current in their reporting with a U.S. regulator. Investors can find Real-Time quotes and market information for EMRISE at www.otcmarkets.com.

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