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): November 10, 2015

PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)

47827 Halyard Drive, Plymouth, MI 48170-2461

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code                     (734) 414-6100                   

                                        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):

On November 10, 2015, the Board of Directors of Perceptron, Inc. (the “Company”) appointed David Watza, Senior Vice President, Finance and Chief Financial Officer, as the Company’s principal accounting officer, effective December 11, 2015. This appointment was made in connection with the previously announced retirement of Sylvia Smith, the Company’s current Vice President, Controller and Chief Accounting Officer, which will be effective December 11, 2015.

The Company’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”) was held on November 10, 2015 at the Company’s headquarters in Plymouth, Michigan. Of the 9,352,628 shares of the Company’s Common Stock issued, outstanding and entitled to vote at the 2015 Annual Meeting, a total of 8,646,688 shares (or approximately 92.45%) were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2015 Annual Meeting.

As a result, each nominee was elected by the Company’s shareholders, as recommended by the Board of Directors.

As a result, the Amended and Restated Rights Plan of the Company was ratified by the shareholders, as recommended by the Board of Directors.

As a result, the amendment to the Amended and Restated Bylaws of the Company regarding advance notice was approved by the shareholders, as recommended by the Board of Directors. This amendment requires advance notice to the Company of shareholder nominations for election of directors and for other business to be brought by shareholders before a meeting of the shareholders. The foregoing description is qualified in its entirety by reference to the full text of Article I, Section 10 of the Amended and Restated Bylaws contained in the Amendment to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.3 and incorporated herein by reference.

As a result, the amendment to the Amended and Restated Bylaws of the Company regarding the power to amend the bylaws was approved by the shareholders, as recommended by the Board of Directors. This amendment eliminates the restrictions on the Board of Directors’ power to amend certain provisions of the Amended and Restated Bylaws to allow the Board of Directors to alter, amend, add to, rescind or repeal any provision of the Amended and Restated Bylaws by a majority of the Directors in office at any meeting of the Board of Directors. The foregoing description is qualified in its entirety by reference to the full text of Article X of the Amended and Restated Bylaws contained in the Amendment to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.4 and incorporated herein by reference.

As a result, the non-binding resolution to approve the compensation of the Company’s named executive officers was approved by the shareholders on an advisory basis, as recommended by the Board of Directors.

As a result, the selection of BDO USA, LLP was ratified and approved by the Company’s shareholders, as recommended by the Board of Directors.

D. Exhibits.

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.

EXHIBIT INDEX