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): September 12, 2013
Breeze-Eastern Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
| Delaware | 001-07872 | 95-4062211 | ||
| State or Other Jurisdiction of Incorporation of Organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 35 Melanie Lane Whippany, New Jersey |
07981 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 688-2440
(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)) |
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the annual meeting of stockholders of Breeze-Eastern Corporation (the “Company”) held on September 12, 2013, the Company’s stockholders took the actions described below. As of the record date for the annual meeting, 9,643,881 shares of common stock were issued and outstanding, each entitled to one vote per share.
| Proposal No. 1 - | Election of Seven Directors. The Company’s stockholders elected the following seven directors to serve on the Company’s Board of Directors until the 2014 annual meeting of stockholders: |
| Directors |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Robert J. Kelly | 8,325,983 | 134,633 | 719,275 | |||
| Nelson Obus | 8,329,786 | 130,830 | 719,275 | |||
| William J. Recker | 7,103,838 | 1,356,778 | 719,275 | |||
| Brad Pedersen | 8,389,992 | 70,624 | 719,275 | |||
| William M. Shockley | 8,322,792 | 137,824 | 719,275 | |||
| Charles A. Vehlow | 8,349,596 | 111,020 | 719,275 | |||
| Frederick Wasserman | 8,175,810 | 284,806 | 719,275 |
| Proposal No. 2 - | Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 9,122,206 | 34,054 | 23,631 | 0 |
| Proposal No. 3 - | Approval of the compensation of the Company’s executive officers, in an advisory vote. The Company’s stockholders approved the compensation of the Company’s named officers, in an advisory vote: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,392,084 | 62,565 | 5,967 | 719,275 |
| Proposal No. 4 - | Approval of the frequency of future advisory votes to approve the compensation of the Company’s executive officers, in an advisory vote. The Company’s stockholders approved the frequency of future advisory votes to approve the compensation of the Company’s named officers, in an advisory vote: |
| 3 years |
2 years |
1 year |
Abstentions |
Broker Non-Votes | ||||
| 5,913,259 | 217,780 | 2,296,754 | 32,823 | 719,275 |
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.
| BREEZE-EASTERN CORPORATION | ||||||
| Dated: September 16, 2013 | /s/ Mark D. Mishler | |||||
| Mark D. Mishler | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||