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EX-10.1 - DGT Holdings Corp.ex101to8k05733_03082011.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): March 8, 2011
 
DGT Holdings Corp.
(Exact name of registrant as specified in its charter)
     
New York
0-3319
13-1784308
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
100 Pine Aire Drive, Bay Shore, New York
11706
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (631) 231-6400

 
(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):

o 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 8, 2011, Registrant’s shareholders, upon recommendation of Registrant’s Board of Directors, approved an amendment to the Registrant’s Amended and Restated 2007 Incentive Stock Plan (“Plan”) to increase the number of shares authorized and reserved for issuance thereunder by 300,000.  The amendment is described in greater detail in Proposal 2 in Registrant’s Proxy Statement for the 2011 Annual Meeting of Shareholders (“Proxy Statement”).  The Proxy Statement was filed with the Securities and Exchange Commission on January 26, 2011.  The description of the amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan (as amended and restated effective March 8, 2011), which is filed as an exhibit to this Current Report on Form 8-K.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On March 8, 2011, Registrant held its Annual Meeting of Shareholders.  The matters voted on by shareholders and the voting results are as follows:
 
Proposal 1.  Election of Directors.  All nominees for director were elected.
 
Name
 
For
 
Withheld
 
Non Votes
James R. Henderson
    2,518,228       94,879       736,605  
John J. Quicke
    2,518,628       94,479       736,605  
T. Scott Avila
    2,585,632       27,475       736,605  
General Merrill A. McPeak
    2,602,532       10,575       736,605  
James A. Risher
    2,511,756       101,351       736,605  

Proposal 2.  Approval of an amendment to the Amended and Restated 2007 Incentive Stock Plan to increase the number of shares authorized and reserved for issuance thereunder by 300,000 shares.  The amendment to the Amended and Restated 2007 Incentive Stock Plan was approved.
 
For
Against
Abstain
Non-Votes
2,343,945
106,132
163,030
736,605

Proposal 3.  Approval of an advisory resolution regarding the compensation of Registrant’s named executive officers.  The advisory resolution was approved.
 
For
Against
Abstain
Non-Votes
2,341,856
40,289
230,962
736,605
 
 
 

 
 
Proposal 4.  To act upon an advisory vote on the frequency at which Registrant should include an advisory vote regarding the compensation of Registrant’s named executive officers in its proxy statement.  Based on these results and consistent with a majority of votes cast with respect to this matter, Registrant’s Board of Directors has adopted a policy to hold an advisory vote on executive compensation every year.
 
One Year
Two Years
Three Years
Abstain
2,219,913
149,281
12,839
231,074

Proposal 5.  Ratification of the appointment of BDO USA, LLP as Registrant’s independent registered public accountants for the fiscal year ending July 30, 2011.  The appointment of BDO USA, LLC was ratified.
 
For
Against
Abstain
Non-Votes
3,313,885
35,516
311
--

Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
 
Exhibit No.
Exhibits
 
 
10.1
Amended and Restated 2007 Incentive Stock Plan
 
 
 

 

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.
 

 
 
DGT HOLDINGS CORP.
 
(Registrant)
     
Date:  March 9, 2011
By:
/s/ John J. Quicke 
   
John J. Quicke
President and Chief Executive Officer

 
 

 
 
EXHIBIT INDEX
 
 
Exhibit No.
Exhibits
 
 
10.1
Amended and Restated 2007 Incentive Stock Plan