UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 20, 2015
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ASTRO-MED, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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COMMISSION FILE NUMBER 0-13200
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RHODE ISLAND
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05-0318215
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(IRS EMPLOYER IDENTIFICATION NUMBER)
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600 EAST GREENWICH AVENUE, WEST WARWICK, RI 02893
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(401-828-4000)
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 20, 2015, Astro-Med, Inc. (the “Registrant”) entered into indemnification agreements with each of its directors and its Chief Financial Officer. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Rhode Island law against liabilities that may arise by reason of their service to the Registrant and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 20, 2015, the Registrant held its Annual Meeting of Shareholders (the “Meeting”) in West Warwick, Rhode Island. Of the 7,266,134 shares of the Registrant’s common stock outstanding as of the record date, 6,654,546 shares were present or represented by proxy at the Meeting. At the Meeting, the shareholders voted to (i) elect six directors to serve until the next annual meeting or until their respective successors are elected and qualified, (ii) approve an advisory (non-binding) proposal on the Registrant’s executive compensation, (iii) approve the Registrant’s 2015 Equity Incentive Plan and (iv) ratify the appointment of Wolf & Company, P.C. as independent auditors for the Registrant. The voting results from the Meeting were as follows:
1. Election of Directors
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For
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Withhold
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Graeme MacLetchie
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5,107,581
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452,055
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Everett V. Pizzuti
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5,107,193
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452,443
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Mitchell I. Quain
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4,847,518
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712,118
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Harold Schofield
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5,116,581
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443,055
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Hermann Viets
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5,116,581
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443,055
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Gregory A. Woods
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4,973,080
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586,556
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For
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Against
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Abstain
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Broker Non-Vote
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2. To consider and approve an advisory (non-binding) proposal on the Registrant’s executive compensation
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5,088,078
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459,756
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11,802
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1,094,910
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For
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Against
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Abstain
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Broker Non-Vote
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3. To consider and approve the Registrant’s 2015 Equity Incentive Plan
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4,996,360
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535,472
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27,804
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1,094,910
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For
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Against
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Abstain
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4. To ratify the appointment of Wolf & Company, P.C. as independent auditors for the Registrant
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6,637,553
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11,193
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5,800
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Exhibit no. Exhibit
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| ASTRO-MED, INC. | |||
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Date: May 27, 2015
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By:
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/s/ Joseph P. O'Connell | |
| Joseph P. O'Connell | |||
| Senior Vice President, Treasurer and Chief Financial Officer | |||