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) October 8, 2014
 
Electro Rent Corporation
(Exact Name of Registrant as Specified in Charter)
 
California
0-9061
95-2412961
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
6060 Sepulveda Boulevard, Van Nuys, CA
91411-2501
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (818) 787-2100
 
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 October 8, 2014, Electro Rent Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at the Company’s offices located at 6060 Sepulveda Boulevard, Van Nuys, California 91411-2512. As of August 11, 2014, the record date for the Annual Meeting, there were 24,008,489 shares of our common stock outstanding. Each share of our common stock was entitled to one vote at the Annual Meeting. Shares of our common stock representing 23,349,185 votes were represented at the Annual Meeting in person or by proxy, constituting a quorum for the Annual Meeting. The proposals presented at the Annual Meeting (which are described in the Company’s proxy statement which the Company filed with the Securities and Exchange Commission on September 10, 2014) and voting results for the proposals are set forth below:
Proposal 1 – Election of Directors
By the votes reflected below, our shareholders elected the following individuals to serve as directors until the 2015 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified:
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Nancy Y. Bekavac
 
20,745,395
 
408,464
 
2,195,326
Karen J. Curtin
 
21,055,773
 
98,086
 
2,195,326
Theodore E. Guth
 
20,450,472
 
703,387
 
2,195,326
Daniel Greenberg
 
20,888,875
 
264,984
 
2,195,326
Joseph J. Kearns
 
21,053,665
 
100,194
 
2,195,326
James S. Pignatelli
 
21,048,682
 
105,177
 
2,195,326
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
By the votes reflected below, our shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2015:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
23,286,977
 
55,081
 
7,127
 
Proposal 3 – Advisory (Non-Binding) Resolution Regarding Executive Compensation (Say-On-Pay)
By the votes reflected below, our shareholders approved an advisory, non-binding resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on September 10, 2014:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
20,877,509
 
182,845
 
93,503
 
2,195,328
 
 
 
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.
 
 
 
 
Electro Rent Corporation
 
 
 
 
Date: October 9, 2014
By:  
/s/ Craig R. Jones
 
 
Craig R. Jones
 
 
Vice President and Chief Financial Officer