Form 8-K

 

 

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): NOVEMBER 15, 2012

 

 

GLOBECOMM SYSTEMS INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

DELAWARE

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

 

000-22839   11-3225567

(COMMISSION

FILE NUMBER)

 

(I.R.S. EMPLOYER

IDENTIFICATION NO.)

45 Oser Avenue

Hauppauge, New York 11788

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(631) 231-9800

(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:

 

¨ 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 Matter to a Vote of Security Holders.

On November 15, 2012 Globecomm Systems (the “Registrant”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting our stockholders: 1) elected eight directors to serve as directors of the Registrant until the next annual meeting or until their respective successors shall have been elected and qualified; 2) approval of amendment to increase the number of shares that may be issued under the company’s 2006 stock incentive plan 3) ratified the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending June 30, 2013; 4) approved by an advisory (non-binding) vote, the executive compensation of the Registrant’s named executive officers.

The following proposals were voted on at the Annual Meeting with the following results:

Proposal 1. To elect eight directors.

 

Name

   Shares
For
   Shares
Withheld
   Broker
Non-Votes

Richard E. Caruso

   8,832,891    9,263,380    3,579,974

Keith A. Hall

   13,887,565    4,208,706    3,579,974

David E. Hershberg

   14,603,823    3,492,448    3,579,974

Harry L. Hutcherson, Jr.

   8,992,802    9,103,469    3,579,974

Brian T. Maloney

   8,615,493    9,480,778    3,579,974

Jack A. Shaw

   8,912,314    9,183,957    3,579,974

A. Robert Towbin

   9,180,637    8,915,634    3,579,974

C.J. Waylan

   8,835,892    9,260,379    3,579,974

Proposal 2. Approval of amendment to increase the number of shares that may be issued under the company’s 2006 stock incentive plan.

 

Shares
For
  Shares
Against
  Shares
Abstaining
  Broker
Non-Votes
9,116,295   8,959,840   20,136   3,579,974

Proposal 3. Ratification of the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending June 30, 2013.

 

Shares
For
  Shares
Against
  Shares
Abstaining
20,050,519   1,609,865   15,861

Proposal 4. Advisory (non-binding) vote on executive compensation.

 

Shares
For
  Shares
Against
  Shares
Abstaining
  Broker
Non-Votes
14,863,709   3,194,732   37,830   3,579,974


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.

 

 

Globecomm Systems Inc.

(Registrant)

  By:  

/s/ Andrew C. Melfi

    Name:   Andrew C. Melfi
Dated: November 16, 2012     Title:   Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)