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

Date of Report (Date of earliest event reported): June 15, 2012

 

 

U.S. HOME SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-18291   75-2922239

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

2951 Kinwest Parkway

Irving, Texas

  75063
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 488-6300

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 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))

 

 

 


SECTION 5. CORPORATE GOVERANCE AND MANAGEMENT

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2012 Annual Meeting of U.S. Home Systems, Inc.’s (the “Company”) stockholders was held on June 15, 2012. At the annual meeting, our stockholders considered and voted on the following: (1) the election of five directors to serve until the next annual meeting or until their successors are duly elected and qualified; (2) the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012; and (3) the transaction of such business as may properly come before the meeting or any postponements or adjournments thereof. On April 20, 2012, the record date for the annual meeting, the Company had 7,459,888 outstanding shares of common stock of which 6,700,395 shares, or approximately 90% of the issued and outstanding shares of common stock, were represented by proxy or in person at the meeting, which was sufficient for a quorum.

PROPOSAL 1 – ELECTION OF DIRECTORS

All nominees are current directors of the Company and were re-elected at the Annual Meeting of Stockholders to serve until the next annual meeting or until their successors are duly elected and qualified. The results of the voting are set forth below:

 

DIRECTOR NOMINEE

   FOR    WITHHELD    BROKER NON-VOTES

Murray H. Gross

   4,636,917    58,614    2,004,864

Donald A. Buchholz

   4,638,002    57,529    2,004,864

Richard W. Griner

   4,644,320    51,211    2,004,864

Larry A. Jobe

   4,644,220    51,311    2,004,864

Kenneth W. Murphy

   4,644,223    51,308    2,004,864

PROPOSAL 2 – RATIFICATION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012.

The Company’s stockholders ratified the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. The results of the voting are as follows:

 

FOR

   AGAINST    ABSTAIN    BROKER NON-VOTES

6,674,011

   10,503    15,881    -0-

PROPOSAL 3 – TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

The Company’s stockholders approved the transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof. The results of the voting are as follows:

 

FOR

   AGAINST    ABSTAIN    BROKER NON-VOTES

3,588,417

   3,097,165    14,813    -0-

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on the 19th day of June, 2012 on its behalf by the undersigned, thereto duly authorized.

 

U.S. HOME SYSTEMS, INC.
By:  

/s/ Murray H. Gross

 

Murray H. Gross

President and Chief Executive Officer

 

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