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 Act of
1934
Date of Report (Date of earliest event reported) February 1, 2011
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 000-27503 22-1734088
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
44 Hunt Street, Watertown, MA 02472
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(Address of principal executive offices)
(607)-272-3320, ext 26.
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(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 Matters to a Vote of Security
Holders.
The Annual Meeting of Shareholders of Dynasil Corporation of
America (the "Company") was held on February 1,
2011. Matters submitted to shareholders at the meeting and
the voting results thereof were as follows:
Proposal No. 1 - Election of Directors.
The shareholders of the Company elected each of the Director
nominees proposed by the Company's Board of Directors to
serve until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified. The
following is a breakdown of the voting results:
Votes Percent Votes Percent Broker Non-
For Withheld (1) Votes
(1)
Craig T. 9,307,964 99.82% 16,700 0.18% 2,392,184
Dunham
Gerald Entine 9,313,004 98.87% 11,660 0.13% 2,392,184
Lawrence Fox 9,313,814 99.88% 10,850 0.12% 2,392,184
Harvey 9,277,826 99.50% 46,838 0.50% 2,392,184
Goldberg
Michael 9,313,814 99.88% 10,850 0.12% 2,392,184
Joyner
David 9,313,004 99.87% 11,660 0.13% 2,392,184
Kronfeld
Peter Sulick 9,205,228 98.72% 119,436 1.28% 2,392,184
Cecil 9,307,464 99.82% 17,200 0.18% 2,392,184
Ursprung
Proposal No. 2 - Approval of the Amended and Restated
Employee Stock Purchase Plan.
The shareholders of the Company approved the Amended and
Restated Employee Stock Purchase Plan. The following is a
breakdown of the voting results:
Votes For Votes Abstentionw Broker Non-
Against Votes
Number of 9,216,609 2,081,013 31,275 2,392,184
Votes Cast:
Percentage 81.6% 19.4%
of Votes
Cast:(2)
Proposal No. 3 - Appointment of Haefele, Flanagan & Co.,
p.c. as Independent Registered Public Accounting Firm.
The shareholders of the Company ratified the appointment of
Haefele, Flanagan & Co., p.c. as the Company's independent
registered public accounting firm for the fiscal year ending
September 30, 2011. The following is a breakdown of the
voting results:
Votes For Votes Against Abstentions
Number of 11,717,981 10,385 29,626
Votes Cast:
Percentage of 99.9% 0.1%
Votes Cast:(2)
Proposal No. 4 - Advisory Vote Regarding Executive Officers'
Compensation
The shareholders of the Company approved the compensation of
the Company's executive officers. The following is a
breakdown of the voting results:
Votes For Votes Broker Non-
Against Votes
Number of 9,264,897 63,950 2,392,184
Votes Cast:
Percentage 99.3% 0.7%
of Votes
Cast:(2)
Proposal No. 5 - Advisory Vote Regarding Frequency of
Advisory Vote on Executive Officers' Compensation
The shareholders of the Company gave advisory approval to a
frequency of every two years for the Advisory Vote on the
Compensation of Company's executive officers. The following
is a breakdown of the voting results:
One Year Two Years Three Years
Number of 1,137,783 7,167,328 29,626
Votes Cast:
Percentage of 12.6% 79.6% 7.8%
Votes Cast:(2)
(1) Percentages shown for election of Directors (Proposal
No. 1) are based on totals of votes cast for and votes
withheld from each indicated Director. Broker non-
votes were not considered as part of the totals on
which percentages were based.
(2) Percentages shown for approval of the Employee Stock
Purchase Plan (Proposal No. 2), the ratification of
Haefele-Flanagan (Proposal No. 3) and the Advisory
Votes (Proposal Nos. 4 and 5) are based on total
numbers of votes cast. Broker non-votes and
abstentions were not considered part of the totals on
which the percentages were based.
The Board of Directors will consider the results of the
shareholder advisory vote on Proposal No. 5 in determining
the frequency of the advisory vote on the compensation of
the Company's executive officers (subject to the transition
period permitted to smaller reporting companies by the
Securities and Exchange Commission).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
10.1 Dynasil Corporation of America Employee Stock
Purchase Plan - filed as Appendix A to Definitive
Proxy Statement filed December 30, 2010 and
incorporated herein by reference
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.
DYNASIL CORPORATION OF AMERICA
(Registrant)
Date: February 4, 2011 By: /s/ Craig T. Dunham
Craig T. Dunham
President
