Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): February 21, 2012 (February 21, 2012)


Williams Controls, Inc.

(Exact name of Company as specified in its charter)


Delaware 0-18083 84-1099587

(State or other jurisdiction of


(Commission File No.)

(I.R.S. Employer

Identification No.)


14100 SW 72nd Avenue
Portland, Oregon 97224

(Address of principal executive offices)


(503) 684-8600

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


Williams Controls, Inc. (the “Company”) held its annual stockholders’ meeting on February 21, 2012. The following matters were submitted to a vote of stockholders, with the results as follows:


1.       The following individuals were elected to the Company’s Board of Directors to hold office for a one year term and to serve until the next annual stockholders’ meeting:


Nominee   Votes For   Withheld
Patrick W. Cavanagh   4,766,151      11,618
R. Eugene Goodson   4,765,254      12,515
H. Samuel Greenawalt   3,682,935   1,094,834
Douglas E. Hailey   4,765,254     12,515
Peter E. Salas   4,766,254     11,515
Donn J. Viola   4,765,254      12,515
There were 2,084,244 broker non-votes regarding the election of directors.


2.       To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.


Votes For Against Abstentions Broker Non-Votes
6,836,694 14,609 10,710 -


3.       Proposal to consider and approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the 2012 proxy statement.


Votes For Against Abstentions Broker Non-Votes
4,344,179 308,608 124,982 2,084,244









Pursuant to the requirements of Section 13 or 15(d) 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.


 Date:  February 21, 2012 By: /s/  DENNIS E. BUNDAY  
    Dennis E. Bunday
    Executive Vice President & Chief Financial Officer