UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2011
Breeze-Eastern Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware State or Other Jurisdiction of Incorporation of Organization) |
001-07872 (Commission File Number) |
95-4062211 (IRS Employer Identification Number) |
35 Melanie Lane | ||
Whippany, New Jersey (Address of Principal Executive Offices) |
07981 (Zip Code) |
Registrants telephone number, including area code: (973) 602-1001
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 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)) |
Section 5 Corporate Governance and Management
Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the annual meeting of stockholders of Breeze-Eastern Corporation (the Company, we or
us) held on October 6, 2011, the holders of our outstanding stock took the actions described
below. As of the record date for the annual meeting, 9,469,540 shares of common stock were issued
and outstanding, each entitled to one vote per share.
The stockholders elected the following directors to serve on our board of directors until the
2012 annual meeting of stockholders and until their successors have been duly elected and
qualified:
Directors | Votes For | Votes Withheld | ||||||
William H. Alderman |
7,780,384 | 221,929 | ||||||
Robert J. Kelly |
7,799,854 | 202,459 | ||||||
William J. Recker |
7,780,827 | 221,386 | ||||||
Russell M. Sarachek |
7,337,879 | 664,434 | ||||||
William M. Shockley |
7,770,076 | 232,237 | ||||||
Frederick Wasserman |
7,759,651 | 242,562 | ||||||
D. Michael Harlan, Jr. |
7,999,561 | 2,752 |
Additionally, the stockholders also approved the following proposals:
(i) Ratification of the selection of Marcum LLP as the Companys independent registered public
accounting firm for the 2012 fiscal year. The result of the voting was 9,075,719 for, 262 against,
and 27,759 abstained.
(ii) Adoption of the Stockholder Rights Plan adopted by our board of directors pursuant to a
Rights Agreement, dated as of July 18, 2011, by and between the Company and Computershare Trust
Company, N.A. The result of the voting was 6,255,589 for, 1,737,645 against, 9,079 abstentions,
and 1,101,427 were the subject of broker non-votes.
(iii) Approval of an amendment to our Certificate of Incorporation to increase the number of
shares of common stock we are authorized to issue from 14,700,000 to 100,000,000. The result of
the voting was 7,596,280 for, 1,477,717 against, and 29,743 abstained.
(iv) Approval of our 2012 Incentive Compensation Plan. The result of the voting was 6,086,112
for, 1,907,898 against, 8,303 abstentions, and 1,101,427 were the subject of broker non-votes.
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.
BREEZE-EASTERN CORPORATION |
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Dated: October 12, 2011 | /s/ Mark D. Mishler | |||
Mark D. Mishler | ||||
Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||||