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): March 12, 2015

 

Xplore Technologies Corp.
(Exact name of registrant as specified in its charter)

 

Delaware

000-52697

26-0563295

(State or other jurisdiction of

incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

 

14000 Summit Drive, Suite 900
Austin
, Texas 78728
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

 

(512) 336-7797

 

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 Company’s Annual Meeting of Stockholders held on March 12, 2015, the Company’s stockholders voted on three matters. The Company’s stockholders (i) approved the election of F. Ben Irwin, Thomas F. Leonardis, Kent A. Misemer, Brian Usher-Jones, Philip S. Sassower, and Andrea Goren to the Company’s board of directors, (ii) ratified the appointment of PMB Helin Donovan, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015, and (iii) approved an amendment to the Company’s 2009 Employee Stock Purchase Plan to increase the maximum number of shares of its common stock issuable under that plan from 32,500 to 52,500.

 

As of the close of business on January 12, 2015, the record date for the Annual Meeting, there were 8,479,254 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The presence, in person or by proxy, of the holders of record of capital stock representing a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum. At the Annual Meeting, holders of a total of 6,058,706 (71.45%) shares of the Company’s common stock were present, in person or by proxy. The tables below set forth information regarding the results of the voting at the Annual Meeting.

 

Proposal 1: Voting tabulations for the election of the following individuals as directors for a one year term were as follows:

 

 

Name

  

Votes For

  

Votes Withheld

         

Philip S. Sassower

 

3,766,477

 

2,927

Andrea Goren

 

3,766,953

 

2,451

F. Ben Irwin

  

3,618,741

 

150,663

Thomas F. Leonardis

  

3,654,317

 

115,087

Kent A. Misemer

 

3,731,377

 

38,027

Brian E. Usher-Jones

  

3,766,953

 

2,451

 

Proposal 2: The voting tabulation for the ratification of PMB Helin Donovan as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015 was as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

             

5,930,985

 

127,568

 

153

  

0

 

Proposal 3: The voting tabulation for the approval of an amendment to the Company’s 2009 Employee Stock Purchase Plan to increase the maximum number of shares of its common stock issuable under that plan from 32,500 to 52,500:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

             

3,760,589

 

5,760

 

3,055

 

2,289,302

 

Reference is made to the Company’s Schedule 14A, dated January 30, 2015, containing the definitive Proxy Statement, which we distributed to the Company’s stockholders of record beginning on August 15, 2013.

 

 
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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.

 

 

Xplore Technologies Corp.

 

By:          /s/Michael J. Rapisand               

Name:   Michael J. Rapisand

Title:     Chief Financial Officer

 

Dated: March 13, 2015

 

 

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