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): February 2, 2011 (January 28, 2011)
BELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| California | 001-11471 | 95-2039211 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 8888 Keystone Crossing, Suite #1700, Indianapolis, Indiana |
46240 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (317) 704-6000
| 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Bell Industries, Inc. (the “Company”) held its annual meeting of shareholders on January 28, 2011. The following is a summary of the matters voted on at the meeting as described in detail in the Company’s definitive Proxy Statement filed on December 16, 2010, and the voting results for each matter:
| 1. | Each of the four director nominees was elected to serve a term expiring at the next annual meeting of shareholders and until his successor is elected and has qualified, as follows: |
| Nominee | For | Withhold | Broker Non- Votes |
|||||||||
Dale A. Booth |
213,840 | 29,160 | 166,079 | |||||||||
Clinton J. Coleman |
190,830 | 52,170 | 166,079 | |||||||||
Michael R. Parks |
213,842 | 29,158 | 166,079 | |||||||||
Mark E. Schwarz |
190,989 | 52,011 | 166,079 | |||||||||
| 2. | By the following vote, the shareholders did not approve the amendment to the Company’s charter to eliminate the supermajority voting requirements for transactions with related entities: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 276,186 | 130,080 | 2,726 | 0 |
| 3. | By the following vote, the shareholders did not approve the amendment to Section 1.02 of the Company’s bylaws regarding the size of the Board of Directors: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 316,967 | 88,771 | 3,252 | 0 |
| 4. | By the following vote, the shareholders approved the proposal to reincorporate the Company from California to Delaware by means of a merger with and into a wholly-owned Delaware subsidiary: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 319,607 | 87,304 | 2,081 | 0 |
| 5. | By the following vote, the shareholders approved the amendment to the Company’s certificate of incorporation to effect a 1-for-20 reverse stock split in the event the reincorporation is effected: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 262,427 | 142,442 | 2,494 | 0 |
| 6. | By the following advisory vote, the shareholders approved the Company’s executive compensation: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 189,247 | 52,510 | 1,253 | 166,079 |
| 7. | By the following advisory vote, the shareholders voted to hold the advisory shareholder vote on the Company’s executive compensation every three years: |
| Frequency | For | Against | Abstain | Broker Non- Votes |
||||||||||||
Every Year |
58,077 | 1,249 | 2,342 | 166,079 | ||||||||||||
Every Two Years |
9,007 | 1,652 | 2,342 | 166,079 | ||||||||||||
Every Three Years |
204,386 | 6,629 | 2,342 | 166,079 | ||||||||||||
| 8. | The appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for fiscal 2010 was ratified by the following shareholder vote: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 379,447 | 25,982 | 3,071 | 0 |
| 9. | By the following vote, the shareholders approved the proposal to adjourn, if necessary, the annual meeting to permit further solicitation of proxies if there were not sufficient votes to approve the reincorporation and/or the reverse stock split: |
| For | Against | Abstain | Broker Non- Votes |
|||
| 292,035 | 110,873 | 5,583 | 0 |
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.
Dated: February 2, 2011
BELL INDUSTRIES, INC.
By: /s/ Clinton J. Coleman
Name: Clinton J. Coleman
Title: Chief Executive Officer