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): June 3, 2015

 


 

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

000-26408

 

13-3136104

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

1157 Shrewsbury Avenue, Shrewsbury, New Jersey

 

07702

(Address of principal executive offices)

 

(Zip Code)

 

732-389-8950

(Registrant’s telephone number, including area code)

 

Not applicable

(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.

 

Wayside Technology Group, Inc. (the “Company”) held its annual meeting of stockholders on June 3, 2015. At such annual meeting, 4,372,349 shares of our common stock were represented either in person or by proxy, which is equal to 91.02% of our issued and outstanding common stock. At our annual meeting, the Company’s stockholders voted to (i) elect the six nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) have an advisory vote to approve executive compensation of the Company’s Named Executive Officers; and (iii) ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2015.

 

Proposal 1: Election of Directors — The number of votes for, withheld and abstained from voting and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Votes Abstained

 

Broker Non-
Votes

 

Simon F. Nynens

 

2,804,453

 

111,306

 

 

1,456,590

 

F. Duffield Meyercord

 

2,807,108

 

108,651

 

 

1,456,590

 

Allan D. Weingarten

 

2,800,440

 

115,319

 

 

1,456,590

 

Mark T. Boyer

 

2,807,703

 

108,056

 

 

1,456,590

 

Mike Faith

 

2,823,325

 

92,434

 

 

1,456,590

 

Steve DeWindt

 

2,823,458

 

92,301

 

 

1,456,590

 

 

Proposal 2: Advisory Vote to Approve Executive Compensation of the Company’s Named Executive Officers The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

 

2,769,707

 

119,961

 

26,091

 

1,456,590

 

 

Proposal 3: Ratification of the Appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2015 The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

 

4,287,321

 

61,794

 

23,324

 

 

 

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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.

 

 

WAYSIDE TECHNOLOGY GROUP, INC.

 

 

 

Date: June 8, 2015

By:

/s/ Simon F. Nynens

 

Name:

Simon F. Nynens

 

Title:

Chief Executive Officer

 

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