UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 18, 2013
Solitron Devices, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
001-04978
|
22-1684144
|
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
3301 Electronics Way, West Palm Beach, Florida
|
33407
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(561) 848-4311
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
The information set forth in Item 5.07 of this report on Form 8-K is hereby incorporated by reference into this Item 5.02.
|
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
On June 18, 2013, Solitron Devices, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). Below is a summary of the proposals and corresponding votes.
Proposal One: The five director nominees received the following votes:
|
Nominee
|
For
|
Withheld
|
|
Shevach Saraf
|
901,132
|
421,714
|
|
Jacob A. Davis
|
457,100
|
865,746
|
|
Joseph F. Gerrity
|
761,594
|
561,252
|
|
Sidney H. Kopperl
|
761,594
|
561,252
|
|
Joseph Schlig
|
456,872
|
865,974
|
There were 594,724 broker non-votes on this proposal for each nominee.
Following the Annual Meeting, the Board of Directors of the Company accepted the resignations of Jacob A. Davis and Joseph Schlig, effective June 18, 2013.
Proposal Two: The ratification of the selection of Goldstein Schechter Koch, P.A. as the Company's independent certified public accountants for the fiscal year ending February 28, 2014 received the following votes:
|
For
|
Against
|
Abstain
|
|
1,706,000
|
195,376
|
16,194
|
There were no broker non-votes on this proposal.
Proposal Three: The non-binding advisory vote on the compensation of the named executive officer of the Company (“Say on Pay") received the following votes:
|
For
|
Against
|
Abstain
|
|
890,592
|
270,113
|
162,141
|
There were 594,724 broker non-votes on this proposal.
Proposal Four: The non-binding advisory vote on the frequency of the advisory vote on Say on Pay in future years received the following votes:
|
Every 1 Year
|
Every 2 Years
|
Every 3 Years
|
Abstain
|
|
820,329
|
4,744
|
364,957
|
132,816
|
There were 594,724 broker non-votes on this proposal.
The Company considered the outcome of this advisory vote and determined that the Company will hold an advisory vote every year on the compensation of the Company’s named executive officer.
2
SIGNATURE
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.
| SOLITRON DEVICES, INC. | ||
|
June 19, 2013
|
/s/ Shevach Saraf
|
|
|
Shevach Saraf
Chairman, Chief Executive Officer,
President, Chief Financial Officer
& Treasurer
|
3