Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2012



Breeze-Eastern Corporation

(Exact Name of Small Business Issuer as Specified in Its Charter)





State or Other Jurisdiction of

Incorporation of Organization)




File Number)



(IRS Employer

Identification Number)


35 Melanie Lane

Whippany, New Jersey

(Address of Principal Executive Offices)



(Zip Code)

Registrant’s telephone number, including area code: (908) 688-2440

(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))




Section 5 – Corporate Governance and Management


Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of Breeze-Eastern Corporation (the “Company,” “we” or “us”) held on September 14, 2012, the holders of our outstanding stock took the actions described below. As of the record date for the annual meeting, 9,494,494 shares of common stock were issued and outstanding, each entitled to one vote per share.

The stockholders elected the following directors to serve on our board of directors until the 2012 annual meeting of stockholders and until their successors have been duly elected and qualified:


Directors    Votes For    Votes Withheld    Broker Non-Votes

Robert J. Kelly

   8,138,178    229,171    818,668

Nelson Obus

   8,315,178    52,171    818,668

William J. Recker

   8,162,250    205,099    818,668

Russell M. Sarachek

   7,561,659    805,690    818,668

William M. Shockley

   8,138,208    229,141    818,668

Frederick Wasserman

   8,130,454    236,895    818,668

Brad Pedersen

   8,338,494    28,855    818,668

Additionally, the stockholders also approved the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013. The result of the voting was 9,169,473 for, 10,338 against, and 6,206 abstained.


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: September 17, 2012       /s/ Mark D. Mishler
      Mark D. Mishler
      Senior Vice President, Chief Financial Officer,
      Treasurer and Secretary