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 14, 2012
GSI GROUP INC.
(Exact name of registrant as specified in its charter)
| New Brunswick, Canada | 001-35083 | 98-0110412 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 125 Middlesex Turnpike Bedford, Massachusetts |
01730 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (781) 266-5700
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 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
On June 14, 2012, GSI Group Inc. (the “Company”) held its Annual Meeting of Shareholders. A total of 30,586,570 common shares were present or represented by proxy at the meeting, representing approximately 90.9 percent of the Company’s common shares outstanding as of the April 26, 2012 record date. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in Amendment No. 1 to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 11, 2012.
Item 1 — Election of directors for a term of office expiring on the date of the annual meeting of shareholders in 2013, until his successor is elected or appointed, or until his earlier death, resignation or removal.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes |
|||||||||
| Stephen W. Bershad |
24,826,026 | 411,438 | 5,349,106 | |||||||||
| Harry L. Bosco |
24,701,620 | 535,236 | 5,349,714 | |||||||||
| Dennis J. Fortino |
24,821,179 | 416,285 | 5,349,106 | |||||||||
| Ira J. Lamel |
24,895,578 | 341,886 | 5,349,106 | |||||||||
| Dominic A. Romeo |
24,937,110 | 300,354 | 5,349,106 | |||||||||
| John A. Roush |
24,939,751 | 297,713 | 5,349,106 | |||||||||
| Thomas N. Secor |
24,936,993 | 300,471 | 5,349,106 | |||||||||
Item 2 — Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|||||||||||
| 29,551,527 | 606,686 | 428,349 | 8 | |||||||||||
Pursuant to the foregoing votes, each of the seven nominees for director listed above was elected, and Item 2 was approved.
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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 its behalf by the undersigned hereunto duly authorized.
| GSI Group Inc. | ||||||
| (Registrant) | ||||||
| Date: June 20, 2012 | By: | /s/ Robert J. Buckley | ||||
| Robert J. Buckley | ||||||
| Chief Financial Officer | ||||||
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