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):

 

May 2, 2014 (May 1, 2014)

 

 

 

HARRIS & HARRIS GROUP, INC.

 (Exact name of registrant as specified in its charter)

 

New York
(State or other jurisdiction of incorporation)
0-11576
(Commission File Number)
13-3119827
(IRS Employer Identification No.)

 

 

 

1450 Broadway
New York, New York 10018

 

(Address of principal executive offices and zip code)

 

(212) 582-0900

 

(Registrant’s telephone number, including area code)

 

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)

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 May 1, 2014, Harris & Harris Group, Inc. (the “Company”) held its Annual Meeting of Shareholders to (1) elect eight directors, (2) approve the selection of PricewaterhouseCoopers LLP as the independent registered public accountant, and (3) cast an advisory vote on executive compensation as described in the Compensation Discussion & Analysis and the accompanying tabular and narrative disclosure as included in the 2013 Proxy Statement. As of the record date, the Company had 31,197,438 shares of common stock outstanding (32,728,316 shares including restricted stock with voting rights).

 

Proposal 1.The election of eight directors to the Board of Directors:

 

Nominees        For       Withheld  Broker Non-Votes
W. Dillaway Ayres, Jr.  13,818,329  704,471  13,189,639
Dr. Phillip A. Bauman  13,836,765  686,035  13,189,639
Stacy R. Brandon  13,984,965  537,835  13,189,639
Douglas W. Jamison  13,974,333  548,467  13,189,639
Lucio L. Lanza  13,976,114  546,686  13,189,639
Charles E. Ramsey  13,746,718  776,082  13,189,639
Richard P. Shanley  13,824,864  697,936  13,189,639
Bruce W. Shewmaker  13,896,308  626,492  13,189,639

 

Pursuant to the foregoing votes, the eight nominees listed above were elected to serve on the Company's Board of Directors. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner or other persons entitled to vote.

 

Proposal 2. To ratify, confirm and approve the Audit Committee’s selection of PricewaterhouseCoopers LLP as the independent registered public accountant for the fiscal year ending December 31, 2014:

 

 

For  Against  Abstain  Broker Non-Vote
27,184,846  379,305  148,288  0

 

Proposal 3. To approve, on an advisory basis, the Company’s executive compensation:

 

For  Against  Abstain Broker Non-Vote
13,252,753  904,828  365,219  13,189,639

 

 
 

 

 

 

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.

 

 

 

 

Date: May 2, 2014 HARRIS & HARRIS GROUP, INC.
   
  By: /s/ Douglas W. Jamison
    Douglas W. Jamison
    Chief Executive Officer