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): February 1,
2011
WEGENER
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
0-11003
|
81-0371341
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
11350
Technology Circle, Johns Creek, Georgia 30097
(Address
of principal executive offices, including zip code)
(770) 623-0096
(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:
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
annual meeting of stockholders of Wegener Corporation, a Delaware corporation
(the “Company”), was held on February 1, 2011. Matters voted upon and
the final voting results were as follows:
(1.)
|
The
shareholders approved the election of the following class I director
nominees to the Board of Directors to hold office until the 2014 annual
meeting of stockholders or until their successors shall have been elected
and qualified with the voting as
follows:
|
Nominee
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For
|
Withheld
|
Broker
non-votes
|
C.
Troy Woodbury, Jr.
|
6,947,715
|
129,449
|
5,076,249
|
Phylis
A. Eagle-Oldson
|
6,827,061
|
250,103
|
5,076,249
|
(2.)
|
The
Company’s 2011 Incentive Plan was approved with the voting as
follows:
|
For
|
Against
|
Abstain
|
Broker
non-votes
|
6,408,690
|
665,004
|
3,470
|
5,076,249
|
(3.)
|
An
amendment to the Company’s Certificate of Incorporation that authorizes
shares of preferred stock and grants to the board of directors the
authority to issue shares of preferred stock in one or more series and to
determine the terms and conditions thereof was approved with the voting as
follows:
|
For
|
Against
|
Abstain
|
Broker
non-votes
|
6,380,555
|
684,883
|
11,726
|
5,076,249
|
(4.)
|
The
proposal to hold an advisory (nonbinding) vote on executive compensation
was approved with the voting as
follows:
|
For
|
Against
|
Abstain
|
Broker
non-votes
|
6,982,452
|
74,707
|
19,830
|
5,076,249
|
(5.)
|
The
shareholders voted to hold the advisory (nonbinding) vote on executive
compensation on
an annual basis as follows:
|
1
Year
|
2
Years
|
3
Years
|
Abstain
|
Broker
non-votes
|
6,737,148
|
56,361
|
229,973
|
53,507
|
5,076,249
|
(6.)
|
The
appointment of Habif, Arogeti & Wynne, LLP to serve as the Company’s
independent registered public accounting firm for fiscal 2011 was ratified
with the voting as follows:
|
For
|
Against
|
Abstain
|
11,982,098
|
157,831
|
13,484
|
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.
WEGENER CORPORATION | |||
Date: February
3, 2011
|
|
/s/ C. Troy Woodbury, Jr. | |
C. Troy Woodbury, Jr. | |||
President
and Chief Executive Officer
|
|||
(Principal
Executive Officer)
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