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): June 9, 2011
Wireless Ronin Technologies,
Inc.
(Exact name of registrant as
specified in its charter)
| Minnesota | 1-33169 | 41-1967918 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5929 Baker Road, Suite
475 Minnetonka, Minnesota |
55345 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 564-3500
| (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.
(a) Wireless Ronin Technologies, Inc. (the “Company”) held its annual meeting of shareholders on June 9, 2011. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
(b) Stephen F. Birke, Gregory T. Barnum, Scott W. Koller, Geoffrey J. Obeney, Brett A. Shockley and Thomas J. Moudry were elected directors of the Company for the ensuing year and until their successors shall be elected and duly qualified. The results of the vote were as follows:
| Broker | ||||||||||||
| For | Withheld | Non-Votes | ||||||||||
|
Stephen F. Birke
|
4,725,435 | 2,955,032 | 9,105,549 | |||||||||
|
Gregory T. Barnum
|
4,775,535 | 2,904,932 | 9,105,549 | |||||||||
|
Scott W. Koller
|
7,414,041 | 266,426 | 9,105,549 | |||||||||
|
Geoffrey J. Obeney
|
4,725,535 | 2,954,932 | 9,105,549 | |||||||||
|
Brett A. Shockley
|
4,725,235 | 2,955,232 | 9,105,549 | |||||||||
|
Thomas J. Moudry
|
4,725,235 | 2,954,932 | 9,105,549 | |||||||||
The proposal to approve the amendment to our Amended and Restated 2006 Equity Incentive Plan was approved. The results of the vote were as follows:
| Broker | ||||||
| For | Against | Abstain | Non-Votes | |||
| 5,630,772 | 1,209,858 | 839,837 | 9,105,549 |
The proposal to approve the amendment to our 2006 Non-Employee Director Stock Option Plan was approved. The results of the vote were as follows:
| Broker | ||||||
| For | Against | Abstain | Non-Votes | |||
| 5,789,282 | 1,042,848 | 848,337 | 9,105,549 |
The proposal to approve the amendment to our Amended and Restated 2007 Associate Stock Purchase Plan was approved. The results of the vote were as follows:
| Broker | ||||||
| For | Against | Abstain | Non-Votes | |||
| 5,946,519 | 890,511 | 843,437 | 9,105,549 |
The appointment of Baker Tilly Virchow Krause, LLP as our independent auditors for the year ending December 31, 2011 was ratified. The results of the vote were as follows:
| Broker | ||||||
| For | Against | Abstain | Non-Votes | |||
| 15,423,963 | 568,077 | 793,976 | 0 |
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.
Date: June 10, 2011 |
Wireless Ronin Technologies, Inc. | |
| By: | /s/ Scott N. Ross | |
|
|
||
| Scott N. Ross Senior Vice President, General Counsel and Secretary |
||