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):  October 13, 2011
 

 
Electro Rent Corporation
(Exact Name of Registrant as Specified in Charter)
 

 
California
 
0-9061
 
95-2412961
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
6060 Sepulveda Boulevard, Van Nuys, CA
 
91411-2512
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (818) 787-2100
 
(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):
 
¨ 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.
 
On October 13, 2011, Electro Rent Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at the Company’s offices located at 6060 Sepulveda Boulevard, Van Nuys, California 91411-2512. As of August 15, 2011, the record date for the Annual Meeting, there were 23,980,581 shares of our common stock outstanding. Each share of our common stock was entitled to one vote at the Annual Meeting. Shares of our common stock representing 20,215,542 votes were represented at the Annual Meeting in person or by proxy, constituting a quorum for the Annual meeting. The proposals presented at the Annual Meeting (which are described in the Company’s proxy statement which the Company filed with the Securities and Exchange Commission on August 31, 2011) and voting results for the proposals are set forth below:
 
Proposal 1 – Election of Directors
 
By the votes reflected below, our shareholders elected the following individuals to serve as directors until the 2012 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified:
 
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Gerald D. Barrone
 
18,579,554
 
351,960
 
1,284,028
Nancy Y. Bekavac
 
18,579,538
 
351,976
 
1,284,028
Karen J. Curtin
 
18,812,968
 
118,546
 
1,284,028
Theodore E. Guth
 
16,904,414
 
2,027,100   
 
1,284,028
Daniel Greenberg
 
18,573,944
 
357,570
 
1,284,028
Joseph J. Kearns
 
18,579,782
 
351,732
 
1,284,028
James S. Pignatelli
  
18,813,297
  
118,217
  
1,284,028

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
 
By the votes reflected below, our shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2012:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
19,965,343
  
240,102
  
10,097
  
0

Proposal 3 – Advisory (Non-Binding) Resolution Regarding Executive Compensation (Say-On-Pay)
 
By the votes reflected below, our shareholders approved an advisory, non-binding resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on August 31, 2011:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
18,455,764
  
452,806
  
22,944
  
1,284,028

Proposal 4 – Advisory (Non-Binding) Vote on the Frequency of Future Advisory Vote on Executive Compensation (Say-When-On-Pay)
 
By the votes reflected below, our shareholders voted in favor of an advisory, non-binding resolution that the Company take an advisory shareholder vote on the Company’s executive compensation every year:
 
 
 

 

Three Years
 
Two Years
 
One Year
 
Abstentions
 
Broker Non-
Votes
6,479,651
  
24,405
  
12,394,263
  
33,195
  
1,284,028

In addition, the Company’s board of directors has decided, consistent with the advisory vote of the shareholders, to submit a resolution on the compensation of the Company’s executives to shareholders for an advisory vote annually in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives (which would be at the 2017 Annual Meeting of Shareholders unless presented earlier).
 
 
 

 

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, thereunto duly authorized.
 
Date:  October 14, 2011
ELECTRO RENT CORPORATION
   
 
By:
/s/ Craig R. Jones
   
Craig R. Jones
   
Vice President and Chief Financial Officer