8-K 1 tlx8k121609.txt FORM 8-K DATED DECEMBER 16, 2009 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 11, 2009 TRANS-LUX CORPORATION --------------------- (Exact name of registrant as specified in its charter) Delaware 1-2257 13-1394750 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 26 Pearl Street, Norwalk, CT 06850 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 853-4321 -------------------------------------------------------------------------------- (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: [ ] 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 8.01 Other Events The Annual Meeting of Stockholders of Trans-Lux Corporation was held on December 11, 2009 for the purpose of amending the Corporation's Certificate of Incorporation, electing directors, amending the Non-Employee Stock Option Plan and ratifying the retention of auditors as set forth below. The recommendation to approve an amendment to the Corporation's Certificate of Incorporation to provide for the automatic conversion of each share of Class B Stock into 1.3 shares of Common Stock as provided in a Settlement Agreement approved by the United States District Court for the Southern District of New York was approved by the following vote: For Against Abstain --- ------- ------- Common Shares 1,250,033 14,692 538,374 Class B Shares 2,604,440 0 0 Totals 3,854,473 14,692 538,374 All of the nominees for directors for a three-year term as listed in the proxy statement were elected by the following vote: For Not For --- ------- Angela D. Toppi 4,231,966 175,573 Glenn J. Angiolillo 4,303,852 103,687 Salvatore J. Zizza 4,303,730 103,809 The nominee for a director for a two-year term as listed in the proxy statement was elected by the following vote: For Not For --- ------- George W. Schiele 4,303,730 103,809 The following directors are continuing their terms as directors: Jean Firstenberg - One Year Remaining Gene Jankowski - One Year Remaining Victor Liss - One Year Remaining Howard S. Modlin - Two Years Remaining Michael R. Mulcahy - Two Years Remaining The recommendation to amend the 1989 Non-Employee Director Stock Option to extend the Plan to 2019 was approved by the following vote: For Against Abstain --- ------- ------- Totals 3,841,491 33,479 532,569 The recommendation to ratify the retention of UHY LLP as the independent auditors for the Corporation was approved by the following vote: For Against Abstain --- ------- ------- Totals 4,168,156 50,782 188,601 Item 9.01 Financial Statements and Exhibits (d) Exhibits. 3.01 Certificate of Amendment of Certificate of Incorporation of Trans-Lux Corporation dated December 11, 2009. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized: TRANS-LUX CORPORATION by: /s/ Angela D. Toppi ----------------------------- Angela D. Toppi Executive Vice President and Chief Financial Officer by: /s/ Todd Dupee ----------------------------- Todd Dupee Vice President and Controller Dated: December 16, 2009