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)     December 19, 2013

 

PROBE MANUFACTUIRNG, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Nevada

 

333-125678

 

20-2675800

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

17475 Gillette Avenue, Irvine, CA

 

92614

(Address of principal executive offices)

 

(Zip Code)

 

Registrants telephone number, including area code     (949) 273-4990

 

 

(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 5.07 Submission of Matters to a Vote of Security Holders.

On December 19, 2013, we held our 2013 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following two proposals: (i) to re-elect four nominee directors, each to hold office for a one-year term expiring at the 2013 Annual Meeting of Shareholders and until his successor is duly elected and qualified (Proposal No. 1) and (ii) to ratify the appointment of W.T. Uniack & Co, CPAs, P.C., as our independent registered public accounting firm for the year ending December 31, 2013.   The two proposals are described in detail in our definitive proxy statement, dated November 29, 2013.

  

At the close of business on November 29, 2013, the record date for the determination of shareholders entitled to vote at our 2013 annual meeting of shareholders, there were 23,726,945 shares of the Companys common stock entitled to vote, each share being entitled to one vote and constituting all of the outstanding voting securities of the Company. At our 2013 annual meeting of shareholders, the holders of 14,001,400 shares of the Companys common stock entitled to vote were represented in person or by proxy, constituting a quorum.

Proposals No. 1and 2 were approved by our stockholders by the requisite vote necessary for approval.  The votes with respect to each of the proposals are set forth below.

Proposal 1. To reelect three directors, each to hold office for a one-year term expiring at the 2013 Annual Meeting of Stockholders and until his successor is duly elected and qualified:

 

 

 

 

 

 

 

 

 

Nominee

 

Shares For

 


Kambiz Mahdi

 

 

14,001,400

 

 

 


 

John Bennett

 

 

14,001,400

 

 

 


 

Robert Young

 

 

14,001,400

 

 

 


 

Shervin Talieh

 

 

14,001,400

 

 

 


 

No broker non-votes were cast in the election of our directors.

 

 

 

 

 

 

 

Proposal 2. To ratify the appointment of W.T. Uniack & Co, CPAs, P.C. as our independent registered public accounting firm for the year ending December 31, 2013:

 

 

 

 

 

 

 

Shares For

 

 14,001,400


 

 

               

Shares Against

 


 

 

               

Shares Abstained

 


 

 

              

No broker non-votes were cast in the ratification of the appointment of W.T. Uniack & Co, CPAs, P.C. as our independent registered public accounting firm.



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.

 

 

 

 

 

 

 

Probe Manufacturing, Inc.

 

(Registrant)

 

 

Date

  December 23, 2013

 

 

 

 

 

/s/ Kambiz Mahdi

 

(Signature)

 

Print Name: Kambiz Mahdi

 

Title: Chief Executive Officer