SAFEGUARD SCIENTIFICS INC - FORM 8-K - May 27, 2011

 
 

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): May 26, 2011

Safeguard Scientifics, Inc.
(Exact name of registrant as specified in its charter)

         
Pennsylvania   1-5620   23-1609753
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
435 Devon Park Drive, Building 800, Wayne, PA
   19087
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 610-293-0600

 
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))

 
 

 

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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Safeguard Scientifics, Inc. (the “Company”) was held on May 26, 2011. As of the Record Date of April 8, 2011, there were 20,667,702 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
Proposal I — Election of Directors
Shareholders approved the election of eight directors to serve as directors for a one-year term to expire at the 2012 Annual Meeting. The voting results for this proposal are as follows:
                         
Nominee   Votes For     Votes Withheld     Broker Non-Votes  
Peter J. Boni
     13,336,001       94,270       5,255,441  
Julie A. Dobson
     13,331,909       98,362       5,255,441  
Andrew E. Lietz
     13,270,819       159,452       5,255,441  
George MacKenzie
     13,331,221       99,050       5,255,441  
George D. McClelland
     13,329,459       100,812       5,255,441  
Jack L. Messman
     13,312,952       117,319       5,255,441  
John J. Roberts
     13,328,973       101,298       5,255,441  
Robert J. Rosenthal
     13,325,153       105,118       5,255,441  
Proposal II — Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2011
Shareholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its 2011 fiscal year. The voting results for this proposal are as follows:
         
Votes For   Votes Against   Abstain
18,515,842
  95,423   74,447
Proposal III — Advisory Vote Concerning Executive Compensation of the Named Executive Officers
Shareholders approved, on an advisory basis, the Company’s compensation of its named executive officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Company’s 2011 Annual Meeting Proxy Statement. The voting results for this proposal are as follows:
             
Votes For   Votes Against   Abstain   Broker-Non-Votes
13,114,925   270,523   44,823   5,255,441

 

 

 

Proposal IV — Advisory Vote on Frequency of Future Advisory Votes Concerning Executive Compensation of the Named Executive Officers
Shareholders approved, on an advisory basis, the Company’s proposal to hold future advisory votes on executive compensation of the named executed officers annually. In accordance with the Board of Director’s recommendation and the outcome of this advisory vote, the Company intends to hold the next advisory vote on the compensation of its named executive officers at the Company’s 2012 Annual Meeting. The voting results for this proposal are as follows:
                 
One Year   Two Years   Three Years   Abstain   Broker-Non-Votes
12,107,795   98,725   1,181,498   42,253   5,255,441
SIGNATURES
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.
         
  Safeguard Scientifics, Inc.
 		  
Dated: May 27, 2011  By:   BRIAN J. SISKO    
    Brian J. Sisko   
    Senior Vice President and General Counsel   
 

 

 

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