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) March 5, 2013
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 000-27503 22-1734088
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
44 Hunt Street, Watertown, MA 02472
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(Address of principal executive offices)
(617)-668-6855
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(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))
Item 3.01 Notice of Delisting or a Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, with the completion of John Millerick's term as
a member of the Board of Directions as of the Annual Meeting of
Stockholders on March 5, 2013 ("Annual Meeting"), the Company has been
evaluating existing and possibly new members of the Board of Directors to
serve on its Audit Committee in order to comply with Nasdaq Listing Rule
5605(c)(2), which requires, in relevant part, that an Audit Committee
consist of at least three members.
In its proxy statement for the Annual Meeting, the Company indicated that
following the Annual Meeting it may only have two members on its Audit
Committee for some time while it evaluates candidates and, therefore, may
avail itself of the grace period set forth in Nasdaq Listing Rule
5605(c)(4) to regain compliance with this requirement.
On March 6, 2013, the Company received a notice from The Nasdaq Stock
Market ("Nasdaq") stating that the Company's Audit Committee did not
satisfy the three member requirement set forth in Nasdaq Listing Rule 5605
following the Annual Meeting and that it was required to regain compliance
within the grace period referred to above.
Effective March 11, 2013, the Company's Board of Directors appointed
existing independent Board member David Kronfeld to serve on the Audit
Committee as it third member in order to regain compliance with this
listing requirement. The Company continues to evaluate possible new
members of the Board of Directors to serve on the Audit Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 5, 2013, the Company held its Annual Meeting. The matters voted
upon were: (1) the election of six directors to serve until the next
Annual Meeting; (2) the ratification of the appointment of McGladrey LLP
as the Company's independent registered public accounting firm for the
fiscal year ending September 30, 2013 and (3) an advisory vote regarding
the compensation of the Company's named executive officers.
(1) Election of Directors.
The shareholders of the Company elected each of the Director nominees
proposed by the Company's Board of Directors to serve until the next
Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
The following is a breakdown of the voting results:
Votes Votes Broker Non-
For Withheld Votes
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Craig T. Dunham 4,792,649 4,538,144 886
Lawrence Fox 4,860,594 4,470,199 886
William Hagan 4,998,041 4,332,752 886
Michael Joyner 5,092,147 4,238,646 886
David Kronfeld 4,942,697 4,388,096 886
Peter Sulick 4,898,766 4,432,027 886
At the Annual Meeting, a stockholder, Dr. Gerald Entine, made an in-
person nomination of himself to serve as a director in lieu of Lawrence
Fox. According to public filings, Dr. Gerald Entine has beneficial
ownership of 3,434,325 shares of common stock as the sole trustee of the
Gerald Entine 1988 Family Trust. Dr. Entine is a former member of the
Board of Directors and was the President of the Company's RMD division
until his retirement on November 30, 2011.
At the Annual Meeting, Dr. Entine voted all of the shares that he
beneficially owns in favor of his nomination in lieu of Mr. Fox, and
seven other stockholders (beneficially owning an aggregate of 8,264
shares) voted in person to do the same. As a result, there were
3,442,539 votes in favor of Dr. Entine's nomination. Further, Dr.
Entine voted all of the 3,434,325 shares that he beneficially owns as a
"withhold" against each of the six nominees, as reflected in the above
results. Dr. Entine's nomination did not receive sufficient votes to
pass.
In addition, Dr. Entine voted all the shares that he beneficially owns
to "abstain" from Proposals 2 and 3, as reflected below.
(2) Appointment of McGladrey LLP as
Independent Registered Public Accounting Firm.
The shareholders of the Company ratified the appointment of McGladrey LLP
as the Company's independent registered public accounting firm for the
fiscal year ending September 30, 2013.
The following is a breakdown of the voting results:
Votes For Votes Against Abstentions
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Number of Votes Cast: 9,211,048 651,131 3,438,673
(3) Advisory Vote Regarding Executive Officers' Compensation
The shareholders of the Company approved the compensation of the Company's
executive officers in an advisory vote. The following is a breakdown
of the voting results:
Votes For Votes Against Abstentions
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Number of Votes Cast: 4,486,005 1,282,734 3,555,568
There were no broker non-votes on proposal 3.
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.
DYNASIL CORPORATION OF AMERICA
(Registrant)
Date: March 11, 2013 By: /s/ Peter Sulick
Peter Sulick
Interim President and Interim CE
