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): June 7, 2011
U.S. HOME SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-18291 | 75-2922239 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 405 State Highway 121 Bypass, Building A, Suite 250 Lewisville, Texas |
75067 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (214) 488-6300
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)) |
SECTION 5. CORPORATE GOVERANCE AND MANAGEMENT
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2011 Annual Meeting of the Company’s stockholders was held on June 7, 2011. At the annual meeting, our stockholders considered and voted on the following: (1) the election of five directors to serve until the next annual meeting or until their successors are duly elected and qualified; (2) the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011; and (3) the transaction of such business as may properly come before the meeting or any postponements or adjournments thereof. On April 14, 2011, the record date for the annual meeting, the Company had 7,215,381 outstanding shares of common stock of which 6,395,458 shares, or approximately 89% of the issued and outstanding shares of common stock, were represented by proxy or in person at the meeting, which was sufficient for a quorum.
PROPOSAL 1 – ELECTION OF DIRECTORS
All nominees are current directors of the Company and were re-elected at the Annual Meeting of Stockholders to serve until the next annual meeting or until their successors are duly elected and qualified. The results of the voting are set forth below:
| DIRECTOR NOMINEE |
FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Murray H. Gross |
3,541,055 | 7,817 | 2,846,586 | |||||||||
| Donald A. Buchholz |
3,532,485 | 16,387 | 2,846,586 | |||||||||
| Richard W. Griner |
3,545,185 | 3,687 | 2,846,586 | |||||||||
| Larry A. Jobe |
3,544,885 | 3,987 | 2,846,586 | |||||||||
| Kenneth W. Murphy |
3,545,080 | 3,792 | 2,846,586 | |||||||||
PROPOSAL 2 – RATIFICATION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011.
The Company’s stockholders ratified the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011. The results of the voting are as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 6,153,334 |
230,318 | 11,806 | - 0 - |
PROPOSAL 3 – TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
The Company’s stockholders approved the transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof. The results of the voting are as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 4,633,955 | 1,674,901 | 86,602 | - 0 - | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on the 8th day of June, 2011 on its behalf by the undersigned, thereto duly authorized.
| U.S. HOME SYSTEMS, INC. | ||
| By: | /s/ Murray H. Gross | |
| Murray H. Gross | ||
| President and Chief Executive Officer | ||
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