Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 7, 2012


Stoneridge, Inc.


(Exact name of registrant as specified in its charter)


Ohio 001-13337 34-1598949
 (State of other jurisdiction  (Commission  (IRS Employer
of incorporation)  File Number)  Identification No.)


 9400 East Market Street  
Warren, Ohio 44484
 (Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (330) 856-2443




(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):


¨ 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))





Item 5.07 Submission of Matters to a Vote of Security Holders.


The Company held its Annual Meeting of Shareholders on May 7, 2012 (the “Annual Meeting”). The following matters were voted on by shareholders at the Company’s Annual Meeting:


  1. The seven nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:


Nominee For Withheld Broker Non-Votes
John C. Corey 22,941,683 33,155 2,964,152
Jeffrey P. Draime 22,751,932 222,906 2,964,152
Douglas C. Jacobs 22,702,297 272,541 2,964,152
Ira C. Kaplan 22,942,898 31,940 2,964,152
Kim Korth 22,781,222 193,616 2,964,152
William M. Lasky 22,809,078 165,760 2,964,152
Paul J. Schlather 22,942,898 31,940 2,964,152


  1. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2012 was approved based on the following votes:


For Against Abstain Broker Non-Votes
25,521,117 416,682 1,191 -


  1. The 2011 compensation paid to the Company’s Named Executive Officers was approved based on the following advisory non-binding votes:


For Against Abstain Broker Non-Votes
21,667,767 432,747 874,324 2,964,152








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.


  Stoneridge, Inc.



Date:  May 9, 2012 /s/ George E. Strickler                                                         
  George E. Strickler, Executive Vice President, Chief
Financial Officer and Treasurer (Principal Financial
and Accounting Officer)