UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 24, 2012

 
 
    DREW INDUSTRIES INCORPORATED  
         
  (Exact name of registrant as specified in its charter)  
         
Delaware   0-13646   13-3250533
         
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
of incorporation)       Identification No.)
         
         
200 Mamaroneck Avenue, White Plains, New York    10601
         
(Address of principal executive offices)     (Zip Code)
         
         
Registrant's telephone number, including area code:     (914) 428-9098
         
         
         
    N/A    
  (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):
 
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] 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.

The Annual Meeting of Stockholders of Drew Industries Incorporated was held on May 24, 2012.  The total shares outstanding on the record date, March 28, 2012, were 22,272,081.  The total shares voted at the meeting in person or by proxy were 21,157,448.  The following matters were voted upon:

 
(1)
To elect a Board of nine Directors;

 
For
Withheld
Broker Non-Votes
Leigh J. Abrams
19,909,341
586,421
661,686
Edward W. Rose, III
20,191,339
304,423
661,686
Fredric M. Zinn
20,329,947
165,815
661,686
Jason D. Lippert
19,919,762
576,000
661,686
James F. Gero
20,315,045
180,717
661,686
Frederick B. Hegi, Jr.
20,402,494
93,268
661,686
David A. Reed
20,404,034
91,728
661,686
John B. Lowe, Jr.
20,402,454
93,308
661,686
Brendan J. Deely
20,404,035
91,727
661,686
 
 
(2)
To approve, in advisory and non-binding vote, the compensation of the named executive officers:
 
For
Against
Abstain
Broker Non-Votes
20,263,404
210,158
22,200
661,686
 
 
(3)
To ratify the selection of KPMG LLP as independent auditors for the year ending December 31, 2012:
 
For
Against
Abstain
21,001,363
153,735
2,350
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  DREW INDUSTRIES INCORPORATED  
     
  (Registrant)  
       
       
       
  By:  /s/ Joseph S. Giordano III  
    Joseph S. Giordano III  
    Chief Financial Officer and Treasurer  
       
 
Dated: May 29, 2012
 
 
2