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)     December 28, 2011

 

PROBE MANUFACTUIRNG, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Nevada

 

333-125678

 

20-2675800

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

25242 Arctic Ocean Drive, Lake Forest, CA

 

92630

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code     (949) 206-6868

 

 

(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)

 

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.

On December 28, 2011, we held our 2011 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following four proposals: (i) reelect three nominee directors, each to hold office for a one-year term expiring at the 2012 Annual Meeting of Shareholders and until his successor is duly elected and qualified (Proposal No. 1); (ii) ratify the appointment of W.T. Uniack & Co, CPA’s, P.C., as our independent registered public accounting firm for the year ending December 31, 2011 (Proposal No. 2); (iii) to hold a non-binding, advisory vote on executive compensation (Proposal No. 3); and (iv) to hold a non-binding, advisory vote on the frequency of the non-binding, advisory vote on executive compensation (Proposal No. 4). The four proposals are described in detail in our definitive proxy statement, dated December 1, 2011, as filed on Schedule 14A on December 1, 2011.

Proposal No. 1 and Proposal No. 2 were approved by our stockholders by the requisite vote necessary for approval. Proposal No. 3 and Proposal No. 4 were non-binding advisory votes. The votes with respect to each of the proposals are set forth below.

Proposal 1. To reelect three directors, each to hold office for a one-year term expiring at the 2012 Annual Meeting of Stockholders and until his successor is duly elected and qualified:

 

 

 

 

 

 

 

 

 

Nominee

 

Shares For

 

Shares Withheld

Kambiz Mahdi

 

 

162,634,701

 

 

 

93,095

 

John Bennett

 

 

162,634,701

 

 

 

93,095

 

Shervin Talieh

 

 

162,634,701

 

 

 

93,095

 

No broker non-votes were cast in the election of our directors.

Proposal 2. to ratify the appointment of W.T. Uniack & Co, CPA’s, P.C. as our independent registered public accounting firm for the year ending December 31, 2011:

 

 

 

 

 

 

 

Shares For

 

 

162,727,796

 

 

               

Shares Against

 

 

0

 

 

               

Shares Abstained

 

 

93,750

 

 

              

No broker non-votes were cast in the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

Proposal 3. to hold a non-binding, advisory vote on executive compensation:

 

 

 

 

 

 

 

Shares For

 

 

162,546,221

 

 

               

Shares Against

 

 

131,575

 

 

               

Shares Abstained

 

 

143,750

 

 

              

No broker non-votes were cast in the non-binding, advisory vote on executive compensation.

Proposal 4. to hold a non-binding, advisory vote on the frequency of the non-binding, advisory vote on executive compensation:

 

 

 

 

 

 

 

Shares For Every Year

 

 

77,379,579

 

 

               

Shares For Every Two Years

 

 

293,075

 

 

 

Shares for Every Three Years

 

 

85,055,124

 

 

 

Shares Abstained

 

 

0

 

 

              

No broker non-votes were cast in the non-binding, advisory vote on the frequency of the non-binding, advisory vote on executive compensation.



SIGNATURE

 

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.

 

 

 

 

 

 

 

Probe Manufacturing, Inc.

 

(Registrant)

 

 

Date

  December 28, 2011

 

 

 

 

 

/s/ Kambiz Mahdi

 

(Signature)

 

Print Name: Kambiz Mahdi

 

Title: Chief Executive Officer