Attached files
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| EX-99.2 - INVESTOR PRESENTATION - HERLEY INDUSTRIES INC /NEW | exhibit.htm |
| EX-99.1 - PRESS RELEASE - HERLEY INDUSTRIES INC /NEW | exhibit1.htm |
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
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Date of Report:
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January 13, 2011
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Date of earliest event reported
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January 11, 2011
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HERLEY INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
Commission File No. 0-5411
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Delaware
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23-2413500
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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3061 Industry Drive
Lancaster, PA
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17603
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: 717-397-2777
Former name or former address, if changed since last Report: N/A
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:
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 5.07: Submission of Matters to a Vote of Security Holders
(a) Herley Industries, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 11, 2011.
(b) (i) The six nominated directors received the following votes, which represented a plurality of the votes cast:
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Name
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Votes For
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Votes Withheld
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Dr. Edward A. Bogucz
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10,843,448
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648,364
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Carlos C. Campbell
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10,969,712
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522,100
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F. Jack Liebau, Jr.
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11,053,056
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438,756
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Michael N. Pocalyko
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10,110,872
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1,380,940
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John A. Thonet
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10,888,075
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603,737
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Raj Tatta
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11,449,505
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42,307
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(ii) The proposal to amend Section 1, Article V of the Company’s Bylaws to modify the definition of “Independent Director”, as set forth in the Company’s proxy statement dated December 7, 2010 (the “Proxy Statement”), was approved as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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12,677,271
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2,430
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8,512
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0
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(iii) The proposal to amend Section 3, Article V of the Company’s Bylaws to give the Audit Committee responsibility for review of “Affiliate Transactions”, as set forth in the Proxy Statement, was approved as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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12,683,385
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2,373
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2,455
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0
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(iv) The proposal to amend Article V of the Company’s Bylaws to delete Section 5, which currently requires a two-thirds vote of stockholders to amend Article V of the Bylaws, as set forth in the Proxy Statement, was not approved as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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6,069,260
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6,388,668
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230,282
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0
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(iii) The proposal to amend Sections 1 and 4, under Article V of the Company’s Bylaws to correct typographical errors, as set forth in the Proxy Statement, was approved as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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12,683,524
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2,234
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2,455
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0
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A press release announcing these results is attached hereto as Exhibit 99.1.
Item 8.01: Other Events
At the Annual Meeting, John A. Thonet, Chairman of the Board, and Richard A Poirier, President and Chief Executive Officer, provided an overview of the Company’s strategy and performance. The PowerPoint slides which accompanied these presentations are attached hereto as Exhibit 99.2.
Item 9.01: Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release
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99.2
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Presentation
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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 thereunto duly authorized.
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Date: January 13, 2010
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HERLEY INDUSTRIES, INC.
By: : /s/Anello C. Garefino
Anello C. Garefino
Chief Financial Officer
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