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

 May 9, 2013

Date of Report (Date of earliest event reported)

 BALLANTYNE STRONG, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-13906		47-0587703
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

 

13710 FNB Parkway, Suite 400
Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

 

(402) 453-4444

(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):

 

☐            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))

 

 

 

Form 8-K

 

Item 2.02                                   Results of Operations and Financial Condition

 

Ballantyne Strong, Inc. (the “Company”) issued a press release on May 10, 2013 with earnings information for the Company’s quarter ended March 31, 2013. The press release is furnished with this Form 8-K as Exhibit 99.1.

 

Item 5.07                                   Submission of Matters to a Vote of Security Holders

 

The Company held its Annual Meeting of Stockholders on May 9, 2013. There were issued and outstanding and entitled to vote at the Annual Meeting 14,059,797 shares of common stock. There were present in person or by proxy, 12,754,089 shares representing approximately 90.7% of the common stock issued and outstanding and entitled to vote. The matters set forth below were voted upon, which the results as indicated:

 

Proposal No. 1- Election of Directors:

 

The Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of whom were elected:

 

		For				Withheld				Broker Non-Vote
Gary L. Cavey			7,910,629				278,974				4,564,486
Samuel C. Freitag			7,904,039				285,564				4,564,486
Mark D. Hasebroock			7,908,142				281,461				4,564,486
Marc E. LeBaron			7,910,242				279,361				4,564,486
Donde Plowman			7,906,389				283,214				4,564,486
James C. Shay			7,911,389				278,214				4,564,486
William F. Welsh II			7,761,339				428,264				4,564,486

 

Proposal No. 2- Advisory Vote on Executive Compensation:

 

The Inspector of Elections certified the following advisory vote tabulations for the non-binding resolution to approve the compensation of the Company’s Named Executive Officers, as described in the Company’s Proxy Statement:

 

	For				Against				Abstain				Broker Non-Vote
		7,739,724				236,950				212,929				4,564,486

 

Proposal No. 3- Ratify Appointment of Independent Auditors:

 

The Inspector of Elections certified the following vote tabulations for the resolution to ratify the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2013.

 

	For				Against				Abstain
		12,397,747				221,438				134,904

 

Item 9.01            Financial Statements and Exhibits

 

(d) Exhibits.

 

99.1 Press Release with earnings information, dated May 10, 2013, issued by the Company.

 

The information contained in this Current Report under Item 2.02, including the exhibit referenced in Item 9.01, is being “furnished” pursuant to “Item 2.02 Results of Operations and Financial Condition” of Form 8-K and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BALLANTYNE STRONG, INC.
Date: May 9, 2013	By:	/s/ Mary A. Carstens
		Mary A. Carstens
		Sr Vice President, Chief Financial Officer and Treasurer

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release of Ballantyne Strong, Inc., dated May 10, 2013, reporting the Company’s financial results for the fiscal quarter ended March 31, 2013.