UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 10, 2013
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Microwave Filter Company, Inc.
(Exact Name of Registrant as Specified in Charter)
New York 0-10976 16-0928443
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(State or Other Jurisdiction(Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6743 Kinne Street, East Syracuse, New York 13057
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(Address of Principal Executive Offices) (Zip Code)
(315) 438-4700
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Registrant's telephone number, including area code
not applicable
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(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 thefollowing 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))
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Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Microwave Filter Company, Inc. held its Annual Meeting of Shareholders
on April 10, 2013. As of February 22, 2013, the record date for the
meeting, there were 2,585,161 shares of common stock entitled to vote at
the meeting. There were 2,032,639 shares of common stock present in
person or by proxy, which represented 78.6% of the shares entitled to
vote, and which constituted a quorum for the transaction of business. The
following proposals were submitted to a vote of shareholders :
(1) Proposal No. 1 - Election of Directors
An election of directors was held and the shares present were voted as
follows::
Broker
For Withheld Non-Vote
___________ __________ ___________
Robert A. Andrews 975,673 53,077 1,003,889
Sidney K. Chong 975,613 53,137 1,003,889
Richard L. Jones 975,673 53,077 1,003,889
Robert D. Shiroki 993,135 35,615 1,003,889
(2) Proposal No. 2 - Ratification of Appointment of Independent
Registered Public Accountants
The shareholders voted to ratify the appointment of EFP Rotenberg, LLP
as the Company's independent registered public accountants for the fiscal
year ending September 30, 2013, as set forth below:
For Against Abstain
___________ ___________ __________
1,885,433 28,086 119,120
(3) Proposal No 3 - To hold an advisory vote on executive compensation
The shareholders voted to approve executive compensation, as set forth
below:
For Against Abstain Broker Non-Vote
___________ ___________ __________ _________________
839,229 99,060 90,461 1,003,889
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(4) Proposal No 4 - To hold an advisory vote on the frequency of the of
the advisory vote on executive compensation
The shareholders voted for 3 years, as set forth below:
3 Years 2 Years 1 Year Abstain Broker Non-Vote
__________ _________ ________ _________ _________________
905,964 13,918 80,492 28,376 1,003,889
(5) Proposal No 5 - To consider a shareholder proposal for proxy access
The shareholders did not approve the shareholder proposal, as set
forth below:
For Against Abstain Broker Non-Vote
___________ ___________ __________ _________________
151,375 848,043 29,332 1,003,889
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 hereunto duly authorized.
Microwave Filter Company, Inc.
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(Registrant)
Dated: April 10, 2013 By: /s/ Carl F. Fahrenkrug
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Carl F. Fahrenkrug
President and Chief Executive Officer
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