UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): May 9, 2013
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AEROCENTURY CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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94-3263974
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(State or Other Jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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1440 Chapin Avenue, Suite 310
Burlingame, CA
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94010
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(Address of principal executive offices)
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(Zip Code)
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(650)-340-1888
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Registrant’s telephone number, including area code:
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 May 9, 2013, the following matters were voted upon and approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders;
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(1)
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the election of two members to the Board of Directors;
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the approval, in a non-binding vote, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement;
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| (3) | the proposal to recommend, by non-binding vote, a frequency for future advisory votes on executive compensation; and | ||
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(4)
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the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm.
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The following is a summary of the voting results for each matter presented to the stockholders:
1. Election of Directors:
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Nominee
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Votes for
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Votes Withheld | Broker Non-votes | |
| Neal D. Crispin | 710,036 | 88,177 |
485,988
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| Evan M. Wallach | 713,388 | 87,418 | 483,395 |
Messrs. Crispin and Wallach were each re-elected to serve a three-year term expiring at the 2016 Annual Meeting of Stockholders of the Company.
2. Non-binding Advisory Vote Approving the Compensation of the Company's Named Executive Officers as Disclosed in the Proxy Statement:
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Votes For
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Votes Against
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Votes Abstained | Broker Non-Votes | ||
| 771,928 | 11,706 | 14,579 |
485,998
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3. Non-binding Advisory Vote on Frequency of Advisory Vote on Executive Officer Compensation;
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One Year
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Two Years |
Three Years
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Abstain | Broker Non-Votes |
| 561,513 | 4,596 | 221,793 | 10,311 |
485,988
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4. Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm;
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Votes For
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Votes Against
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Abstain | Broker Non-Votes | ||
| 1,269,879 | 3,232 | 11,090 |
0
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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 hereto duly authorized.
| AEROCENTURY CORP. | ||
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| Date: May 13, 2013 | By: | /s/ Neal D. Crispin |
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| Title: Chairman and CEO | ||