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 28, 2012
 
______________
 
ZOOM TELEPHONICS, INC.
(Exact name of registrant as specified in its charter)
______________
 
Delaware
 
(State or Other Jurisdiction of  Incorporation)
 
000-53722
 
04-2621506
(Commission File Number)
 
(I.R.S. Employer Identification No.)

207 South Street, Boston, MA
 
02111
(Address of Principal Executive Offices)
 
(Zip Code)
 
(617) 432-1072
(Registrant’s telephone number, including area code)
 
N/A
(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 June 28, 2012, the Company held its Annual Meeting of Shareholders. At such meeting, the shareholders of the Company voted:
 
(1)
To elect five Directors to serve for the ensuing year. The votes cast were as follows:
 
Nominee
 
For
 
Votes Withheld/Abstain
Frank B. Manning
 
3,051,654
 
 6,400
Peter R. Kramer
 
3,030,944
 
27,110
Bernard Furman
 
3,050,728
 
7,326
J. Ronald Woods
 
3,050,708
 
7,346
Joseph J. Donovan
 
3,052,108
 
5,946
 
(2)
To ratify the selection of Marcum LLP as the Company’s independent auditors for the fiscal year ending December 31, 2012. The votes cast were as follows:
 
For
Against
Abstain
Broker Non-Votes
6,577,500
8,571
4,508
0

 
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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.

Dated: July 2, 2012
ZOOM TELEPHONICS, INC.
   
  
 
By:  
/s/ Frank Manning
   
Frank Manning, President& CEO and
Acting Chief Financial Officer
   


 
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