_____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:  April 29, 2010

PROVIDENCE AND WORCESTER RAILROAD COMPANY
 (Exact name of registrant as specified in its charter)


Rhode Island
 
0-16704
 
05-0344399
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)


75 Hammond Street, Worcester, Massachusetts  01610
(address, including zip code, of principal executive offices)

(508) 755-4000
Registrant’s telephone number, including area code


None
(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):
ž      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ž      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
ž      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
ž      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 Annual Meeting of Shareholders of Providence and Worcester Railroad Company (the “Company”) was held on April 28, 2010 (the “Annual Meeting”) in Worcester, Massachusetts.  Of the 4,814,728 shares of the Company's Common Stock and 640 shares of the Company's Preferred Stock outstanding as of the record date, 3,563,022 shares of Common Stock (or approximately 74%) and 512 shares of Preferred Stock (or approximately 80%) were present or represented by proxy at the Meeting.  At the Meeting, shareholders voted:

1.           To elect four (4) directors by the holders of Common Stock and six (6) directors by the holders of Preferred Stock to serve for terms of one (1) year and until their successors are duly elected and qualified, as follows:

Name
Votes For
 
Votes Withheld
       
Common Stock Director Nominees:
     
 
Richard W. Anderson
 
3,431,485
 
 
131,537
 
Robert H. Eder
 
2,909,871
 
 
653,151
 
John J. Healy
 
3,430,390
 
 
132,632
 
Paul F. Titterton
 
3,478,448
 
 
84,574
       
Preferred Stock Director Nominees:
     
 
Frank W. Barrett
 
509
 
 
3
 
P. Scott Conti
 
512
 
 
0
 
J. Joseph Garrahy
 
508
 
 
4
 
James C. Garvey
 
509
 
 
3
 
Charles M. McCollam, Jr.
 
508
 
 
4
 
Craig M. Scott
 
509
 
 
3


2.           To reject a resolution that no person can be elected or appointed as a Director of the Company if they have reached the age of 75 years on or before the date of appointment to the Board of Directors, and that any Director of the Company who reaches the age of 75 shall complete the term and not be eligible for re-election.

Common Stock

Votes For
 
Votes Against
 
Votes Abstaining
         
188,270
 
3,365,681
 
9,071

Preferred Stock

Votes For
 
Votes Against
 
Votes Abstaining
         
4
 
508
 
0


 
 

 


SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1945, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Providence and Worcester Railroad Company
   
 
By: /s/ P. Scott Conti
P. Scott Conti
President
 

Dated:  April 29, 2010