SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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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 4, 2013

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SPY INC.

(Exact name of Registrant as specified in its Charter)

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 4, 2013, SPY Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

Proposal No. 1- Election of Directors

Stockholders approved the election of Greg Andrews, Harry Casari, J. David Chute, Fir Geenen, Seth W. Hamot, David Mitchell, John Pound, Stephen Roseman to serve on the Board of Directors until the 2014 annual meeting of stockholders, or until their successors are elected and qualified.

Proposal No. 2- Advisory Vote to Approve Executive Compensation (“Say-On-Pay Proposal”)

Stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers, as disclosed in the Executive Compensation section of the Company’s definitive proxy statement, dated May 3, 2013.

Proposal No. 3- Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation

Stockholders approved, on an advisory (non-binding) basis, holding an advisory vote on the compensation of the Company’s named executive officers every three years. Based upon the results of voting on Proposal No. 3, and consistent with the Board’s previous recommendation, the Board has determined that the Company’s stockholders will vote on a Say-On-Pay Proposal every three years, until the next required vote on the frequency of such Say-On-Pay Proposals.

Based upon the results of voting on Proposal No. 3, and consistent with the Board’s previous recommendation, the Board has determined that the Company’s stockholders will vote on a Say-On-Pay Proposal every three years, until the next required vote on the frequency of such Say-On-Pay Proposals.

Proposal No. 4- Ratification of Appointment of Auditors

Stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2013.

For more information about the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on May 3, 2013.

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.