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): September 24, 2013
UNIVERSAL POWER GROUP, INC.
(Exact name of Registrant as specified in its charter)
| Texas | 001-33207 | 75-1288690 | ||
| (State or other jurisdiction | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | Identification No.) |
| 488 S. Royal Lane, Coppell, Texas | 75019 | |
| (Address Of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code (469) 892-1122
| (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 Vote of Security Holders.
On September 24, 2013, Universal Power Group, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders. At that meeting, the Company’s stockholders:
| Ÿ | Re-elected all five of the incumbent directors to serve until the next annual meeting of stockholders and their successors are elected and qualified; |
| Ÿ | Ratified the appointment of BKD, LLP as the Company’s independent auditors for the 2013 fiscal year; |
| Ÿ | Adopted a non-binding advisory resolution approving executive compensation (“Executive Compensation”); and |
| Ÿ | Voted to hold an advisory vote to approve Executive Compensation every three years (the “Frequency Vote on Executive Compensation”). |
The specific votes with respect to the aforementioned were as follows:
| 1. | Election of directors: |
| NAME | VOTES | ||
| FOR | WITHHELD | BROKER NON-VOTES | |
| William Tan | 3,529,882 | 281,885 | 924,950 |
| Ian Colin Edmonds | 3,537,374 | 274,393 | 924,950 |
| Leslie Bernhard | 3,610,992 | 200,775 | 924,950 |
| Robert M. Gutkowski | 3,607,513 | 204,254 | 924,950 |
| Hyun Park | 3,603,014 | 208,753 | 924,950 |
| 2. | The ratification of the appointment of BKD, LLP as the Company’s independent auditors for the 2013 fiscal year: |
| VOTES | ||
| FOR | AGAINST | ABSTAIN |
| 4,421,760 | 294,642 | 20,315 |
| 3. | The non-binding advisory resolution approving Executive Compensation: |
| VOTES | BROKER NON-VOTE | ||
| FOR | AGAINST | ABSTAIN | |
3,197,801 |
597,865 |
16,101 |
924,950 |
| 4. | Frequency Vote on Executive Compensation: |
| VOTES | BROKER NON-VOTE | |||
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |
1,097,511 |
18,400 |
2,683,255 |
12,601 |
924,950 |
| 2 |
Consistent with the foregoing Frequency Vote on Executive Compensation, the Company has determined that it will include a stockholder vote on Executive Compensation in its proxy materials every three years until the next required Frequency Vote on Executive Compensation.
* * * * *
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.
| Universal Power Group, Inc. | |||||
| Date: September 27, 2013 | By: | /s/ Ian Edmonds | |||
| Name: | Ian Edmonds | ||||
| Title: | President and CEO | ||||
| 3 |