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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Election of Officers
On May 24, 2012, Competitive Technologies, Inc. (the Company) held its annual meeting of Directors. At the meeting, the Board of Directors unanimously elected Peter Brennan as Chairman of the Board of Directors. Rustin Howard opted not to stand for reelection as Chairman due to increased personal business responsibilities that he felt would unfairly impact his ability to perform the duties of Chairman of the Board.
Mr. Howard has been provided with a copy of this disclosure and given an opportunity to respond to it. He has indicated to us that he agrees with this disclosure. We will file any correspondence with respect to this disclosure via amendment.
Also at the meeting, the Board of Directors reelected Johnnie D. Johnson as CEO and CFO of the Company.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
On May 24, 2012, Competitive Technologies, Inc. (the Company) held its annual meeting of shareholders. At the meeting, the following issues were submitted to a vote:
Election of Directors
Peter Brennan, Richard D. Hornidge, Jr., Rustin Howard, Robert G. Moussa and Stan K. Yarbro, Ph.D. were nominated to be reelected as the directors of the Company. Votes were as follows:
Richard D. Hornidge, Jr.
Robert G. Moussa
Stan K. Yarbro, Ph.D.
Amendment to Articles of Incorporation
At the meeting, the stockholders voted to amend Article FOURTH of the Certificate of Incorporation filed with the Office of the Secretary of State of Delaware to read as follows:
"FOURTH. The total number of shares of stock of all classes of stock which the Corporation shall have authority to issue is 40,035,920 shares, of which 35,920 shares, with a par value of $25.00 each, are to be Preferred Stock, and 40,000,000 shares, with a par value of $.01 each, are to be common stock.
The stockholders voted as follows:
Ratification of Auditors
The shareholders voted for the ratification of Mayer Hoffman McCann CPAs as the Company's independent registered public accounting firm. Votes were as follows:
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.
COMPETITIVE TECHNOLOGIES, INC.
Dated: May 30, 2012
By: \s\ Johnnie D. Johnson
Johnnie D. Johnson
Chief Executive Officer