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 16, 2015
Breeze-Eastern Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
| Delaware | 001-07872 | 95-4062211 | ||
| State or Other Jurisdiction of Incorporation of Organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 35 Melanie Lane Whippany, New Jersey |
07981 | |
| (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”) held on September 16, 2015, the Company’s stockholders took the actions described below. As of the record date for the annual meeting, 9,858,366 shares of common stock were issued and outstanding, each entitled to one vote per share. Stockholders representing 9,250,831 shares, or 93.84% of the common shares outstanding as of the July 20, 2015 record date, were present in person or were represented at the meeting by proxy. Final voting results are shown below.
| Proposal No. 1 - | To amend the Company’s Certificate of Incorporation to provide the Chairman of the Board with the deciding vote in certain circumstances where a vote of the Company’s Board of Directors is equally divided. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 7,077,613 |
2,160,395 | 12,823 | 0 |
| Proposal No. 2 - | Election of Seven Directors. The Company’s stockholders elected the following seven directors to serve on the Company’s Board of Directors until the 2016 annual meeting of stockholders: |
| Directors |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Robert J. Kelly |
8,450,841 | 38,230 | 761,760 | |||||||||
| Nelson Obus |
8,403,000 | 86,071 | 761,760 | |||||||||
| William J. Recker |
8,472,690 | 16,381 | 761,760 | |||||||||
| Charles A. Vehlow |
8,395,652 | 93,419 | 761,760 | |||||||||
| William M. Shockley |
7,228,169 | 1,260,902 | 761,760 | |||||||||
| Frederick Wasserman |
7,084,715 | 1,404,356 | 761,760 | |||||||||
| Brad Pedersen |
8,479,707 | 9,364 | 761,760 | |||||||||
| William T. Crosby |
8,474,125 | 14,946 | 761,760 | |||||||||
| Proposal No. 3 - | Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2016: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 9,245,898 |
2,878 | 2,055 | 0 |
SIGNATURE
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.
| BREEZE-EASTERN CORPORATION | ||||
| Dated: September 17, 2015 | /s/ Serge Dupuis | |||
| Serge Dupuis | ||||
| Chief Financial Officer and Treasurer | ||||