8-K_Item_5_07_for_2_11_2015_meetingDraft



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):  February 11, 2015
CSP Inc.
(Exact Name of Registrant as Specified in its Charter)


Massachusetts  
(State or Other Jurisdiction of Incorporation)
000-10843
(Commission File Number)

04-2441294
(IRS Employer
Identification Number)
43 Manning Road   
Billerica, Massachusetts 01821  
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (978) 663-7598

Not Applicable
(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))







Item 5.07.  Submission of Matters to a Vote of Security Holders.

(b)    At the Company’s 2014 Annual Meeting on February 11, 2015, of the 3,655,648 shares outstanding and entitled to vote, 3,318,615 shares were represented, constituting a quorum.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as certified by the Inspector of Elections for the Meeting, are as follows:

Item No. 1:   Election of five directors to serve until the Company’s 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below.


Nominee
 
For
 
Withhold
Victor Dellovo
 
1,540,654
 
 
82,795
 
Charles Blackmon
 
1,542,154
 
 
81,295
 
Robert Bunnett
 
1,542,154
 
 
81,295
 
C. Shelton James
 
1,541,754
 
 
81,695
 
Marilyn T. Smith
 
1,542,929
 
 
80,520
 

Item No. 2:   Vote to approve the Company's 2015 Employee Stock Purchase Plan, covering up to 300,000 shares of common stock, which was adopted by the Board of Directors on December 27, 2013.

For
 
Against
 
Abstain
1,365,305
 
225,075
 
33,069

Item No. 3:   Advisory vote to approve the compensation paid to the Company’s named executive officers, voted as follows:
    

For
 
Against
 
Abstain
1,378,903
 
209,764
 
34,782


 Item No. 4:
Ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for fiscal 2014, voted as follows:

For
 
Against
 
Abstain
3,263,754
 
42,078
 
12,783





Item No. 5:   Advisory vote to approve proxy access for shareholders, voted as follows:

For
 
Against
 
Abstain
788,259
 
821,703
 
13,487





    
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.



CSP Inc.


By:   /s/ Gary W. Levine
Name:   Gary W. Levine
Title:     Secretary





Dated: February 13, 2015