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): May 23, 2013
 |
Performance Technologies, |
| Incorporated |
| Delaware | 0-27460 | 16-1158413 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 140 Canal View Boulevard Rochester, New York | 14623 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (585) 256-0200
(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:
| ¨ | 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
The Annual Meeting of Performance Technologies, Incorporated (the “Company”) was held on May 23, 2013. Set forth following are descriptions of the four matters that were voted upon at this meeting and the voting results with respect to each such matter.
1. A proposal to elect two Directors, each to serve for a three-year term until the Annual Meeting to be held in 2016 or until his successor is duly elected or appointed and qualifies:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||
| Stuart B. Meisenzahl | 2,228,518 | 4,635,495 | 3,214,914 | |||||
| John M. Slusser | 2,274,181 | 4,589,832 | 3,214,914 |
As directors are elected by plurality vote and the proposal to elect Mssrs. Meisenzahl and Slusser received a plurality of votes, Mssrs. Meisenzahl and Slusser were re-elected.
2. A proposal to approve and ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the year ending December 31, 2013 was adopted:
| Votes For | Votes Against | Abstentions | |||||
| 9,820,613 | 221,487 | 36,827 |
3. A non-binding, advisory proposal to endorse the Company’s executive compensation program, as described in the Company’s Proxy Statement under the section “Executive Compensation,” commonly known as “say-on-pay”:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 6,398,011 | 463,002 | 3,000 | 3,214,914 |
4. A non-binding, advisory proposal to express preference as to the frequency of stockholder advisory votes on the Company’s executive compensation, commonly known as “say-on-frequency”:
| Votes for One Year | Votes for Two Years | Votes for Three Years | Abstentions | Broker Non-Votes | ||||||
| 5,458,731 | 45,448 | 1,318,044 | 41,790 | 3,214,914 |
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.
| PERFORMANCE TECHNOLOGIES, INCORPORATED | ||||
| May 24, 2013 | By /s/ John M. Slusser | |||
| John M. Slusser | ||||
| President and Chief Executive Officer | ||||
| May 24, 2013 | By /s/ Dorrance W. Lamb | |||
| Dorrance W. Lamb | ||||
| Senior Vice President of Finance and Chief Financial Officer | ||||