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

DRI Corporation

(Exact Name of Registrant as Specified in Charter)

North Carolina		000-28539		56-1362926
(State or Other Jurisdiction		(Commission File		(IRS Employer Identification No.)
of Incorporation)		Number)

13760 Noel Road, Suite 830
Dallas, Texas		75240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 378-8992

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 (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

 

 

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

     On June 17, 2011, DRI Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”) to (1) elect seven directors to serve until the Annual Meeting of Shareholders in 2012; (2) ratify the selection of independent auditors for fiscal year 2011; and (3) transact such other business as may be properly brought before the Annual Meeting of Shareholders and any adjournment or postponement thereof.

     As of the Record Date of April 28, 2011, the Company had:

•		11,882,091 shares of Common Stock outstanding, and the holders of which became entitled to cast a combined total of 11,882,091 votes at the Annual Meeting; and
•		1,051 shares of Preferred Stock outstanding, and the holders of which became entitled to cast a combined total of 2,638,770 votes at the Annual Meeting.

     The holders of all Common Stock and all Preferred Stock outstanding as of the Record Date are holders of the Company’s Voting Stock (“Voting Stock”). Thus, the combined total of votes entitled to be cast at the Annual Meeting by holders of Voting Stock was 14,520,861.

Proposal One

     Proposal One, to elect seven directors to serve until the Annual Meeting of Shareholders in 2012, was approved by the votes as set forth in the following table:

Proposal One
Nominee		For				Withheld				Broker Non-Votes
John D. Higgins			5,875,871				467,522				—
Huelon Andrew Harrison			5,767,651				575,742				—
Helga S. Houston			5,847,732				495,661				—
Stephanie L. Pinson			5,709,816				633,577				—
John K. Pirotte			5,851,232				492,161				—
Juliann Tenney			5,850,232				493,161				—
David L. Turney			5,736,768				606,625				—

     Proposal One required approval by a plurality of the votes actually cast by holders of Voting Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the persons garnering the most votes cast may win election to a Board of Directors’ seat even if those votes do not constitute a majority of all votes cast.

Proposal Two

     Proposal Two, to ratify the selection of independent auditors for fiscal year 2011, was approved by the votes as set forth in the following table:

Proposal Two
For		Against		Abstain		Broker Non-Votes
11,269,642		64,978		101,668		—

     Proposal Two required approval by a majority of the votes actually cast by holders of Voting Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

Proposal Three

     Proposal Three, to transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof, was approved by the votes as set forth in the following table:

Proposal Three
For		Against		Abstain		Broker Non-Votes
2,344,005		82,856		531,425		8,478,002

     Proposal Three required the approval of a majority of votes actually cast by holders of Voting Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The Board of Directors knew of no other proposals or matters to be properly presented at the Annual Meeting, according to the Company’s Amended and Restated Bylaws, as amended.

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 hereunto duly authorized.