Washington, D.C. 20549









Date of Report (Date of earliest event reported) – January 30, 2013



(Exact Name of Registrant as Specified in its Charter)



(State or Other Jurisdiction of Incorporation)


0-6508 13-3458955
(Commission File Number) (IRS Employer Identification No.)


105 Norton Street, Newark, New York 14513

(Address of principal executive offices)(Zipcode)


(315) 331-7742

(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:


¨ 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 Governance and Management


Item 5.07 Submission of Matters to a Vote of Security Holders


The Company held its Annual Meeting of stockholders on January 30, 2013. The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the results of each matter. For more information about these proposals, please refer to the Company’s Proxy Statement dated December 21, 2012 filed with the Securities and Exchange Commission.


Proposal No. 1 - Election of Directors


The stockholders elected all nominees to serve as directors for a one-year term, including:


Director’s Name Votes For Votes Withheld Broker Non-Votes
W. Barry Gilbert 4,592,342 112,150 4,295,882
Florence D. Hudson 4,589,790 114,702 4,295,882
Edward W. Kay, Jr. 4,598,576 105,916 4,295,882
Eben S. Moulton 4,394,814 309,678 4,295,882
James C. Rowe 4,548,028 156,464 4,295,882
Jerold L. Zimmerman 4,601,028 103,464 4,295,882


Proposal No. 2 – Ratification of Selection of Accounting Firm


The stockholders ratified, in a non-binding vote, the appointment of EFP Rotenberg, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2013 with:


Affirmative Votes: 8,917,728


Votes Against: 51,798


Votes Abstaining: 30,848


Broker Non-Votes: 0




Proposal No. 3 – Approval of Compensation of Named Executive Officers


The stockholders approved a non-binding, advisory proposal on the compensation of the named executive officers with:


Affirmative Votes: 4,566,579


Votes Against: 120,556


Votes Abstaining: 17,357


Broker Non-Votes: 4,295,882



Proposal No. 4 – Vote on Frequency of Votes to Approve Compensation of Named Executive Officers


The stockholders voted, on a non-binding, advisory basis, on the frequency of future “say-on-pay” votes as follows:


Every One Year: 4,176,501


Every Two Years: 118,141


Every Three Years: 394,780


Votes Abstaining: 15,070


Broker Non-Votes: 4,295,882


As indicated above, at the Annual Meeting, the Company’s stockholders voted, on a non-binding, advisory basis, for “Every One Year” as their preferred frequency for conducting future advisory votes on executive compensation.  The Board has considered the voting results of this advisory vote and other factors, and has determined that future advisory votes on executive compensation will be held on an annual basis until the next required vote or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.  The next required advisory vote on the frequency of future advisory votes on executive compensation will take place no later than at the 2019 Annual Meeting of stockholders.





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.


    IEC Electronics Corp.  
Date: February 4, 2013 By: /s/ W. Barry Gilbert  
    W. Barry Gilbert