form8k.htm
 
 



 

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)
 
May 22, 2014
 
______________
 
 
ASTRO-MED, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
______________
 
 
COMMISSION FILE NUMBER                                                                0-13200
 

RHODE ISLAND
05-0318215
(STATE  OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(IRS EMPLOYER IDENTIFICATION NUMBER)
 
600 EAST GREENWICH AVENUE, WEST WARWICK, RI 02893
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
(401-828-4000)
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 




 
 

 


 
ITEM 5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
 
On May 22, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of Astro-Med, Inc. (the “Registrant”) approved salary increases to Gregory A. Woods, President and CEO of the Registrant, and Joseph P. O’Connell, Treasurer and Chief Financial Officer of the Registrant.  Effective May 26, 2014, the annual base salaries of Messrs. Woods and O’Connell are $315,000 and $250,000, respectively.
 
 
On May 22, 2014, the Committee also approved an amendment to the Registrant’s Management Bonus Plan to provide that the maximum possible bonus for the Registrant’s Chief Executive Officer under the plan is 75% of base salary (rather than 60% which remains applicable to other plan participants).
 
 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 
On May 22, 2014, the Registrant held its Annual Meeting of Shareholders (the “Meeting”) in West Warwick, Rhode Island.  Of the 7,604,734 shares of the Registrant’s common stock outstanding as of the record date, 7,229,910 shares were present or represented by proxy at the Meeting.  At the Meeting, the shareholders voted to (i) elect six directors to serve until the next annual meeting or until their respective successors are elected and qualified, (ii) approve an advisory (non-binding) proposal on the Registrant’s executive compensation, and (iii) ratify the appointment of Wolf & Company, P.C. as independent auditors for the Registrant.  The proposal regarding an amendment and extenstion of the Registrant’s 2007 Equity Incentive Plan was not approved by shareholders.  The voting results from the Meeting were as follows:
 
1. Election of Directors
   
For
   
Withhold
             
Graeme MacLetchie
    5,559,694       173,695              
Everett V. Pizzuti
    5,646,734       86,655              
Mitchell I. Quain
    5,518,582       214,807              
Harold Schofield
    5,556,822       176,567              
Hermann Viets
    5,558,769       174,620              
Gregory A. Woods
    5,636,824       96,565              
   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
2. To consider and approve an advisory (non-binding) proposal on the Registrant’s executive compensation
    5,470,104       230,852       32,433       1,496,521  
   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
3. To consider and approve an amendment and extension of the Registrant’s 2007 Equity Incentive Plan
    2,560,338       3,151,769       21,282       1,496,521  
   
For
   
Against
   
Abstain
         
4. To ratify the appointment of Wolf & Company, P.C. as independent auditors for the Registrant
    7,220,903       6,087       2,920          
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
 
 
(c)           Exhibit
 
 
Exhibit no.                      Exhibit
 
None.
 
 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
 
  ASTRO-MED, INC.  
       
Date:  May 27, 2014
By:
/s/ Joseph P. O'Connell  
    Joseph P. O'Connell  
    Senior Vice President, Treasurer and Chief Financial Officer