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): November 14, 2012

 

 

AEROFLEX HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware	001-34974	01-0899019
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

 

 

35 South Service Road, P.O. Box 6022
Plainview, New York	11803
(Address of Principal Executive Offices)	(Zip Code)

 

(516) 694-6700

(Registrant’s telephone number, including area code)

 

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 November 14, 2012, the Company held its 2012 Annual Meeting of Stockholders.  Of the 84,851,868 shares of common stock outstanding and entitled to vote, 84,411,773 shares, or 99.48%, were represented at the meeting in person or by proxy, and therefore a quorum was present.  The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

 

Proposal No. 1: All of the Board of Directors’ nominees for director were elected to serve until the Company’s 2013 Annual Meeting of Stockholders, by the votes set forth below:

 

Nominee		For		Withheld		Broker Non-Votes
Hugh Evans		81,106,235		1,833,623		1,471,915
Leonard Borow		80,385,487		2,554,371		1,471,915
John Buyko		81,304,007		1,635,851		1,471,915
Prescott H. Ashe		81,106,635		1,833,223		1,471,915
Joe Benavides		81,304,407		1,635,451		1,471,915
Bradley J. Gross		81,304,007		1,635,851		1,471,915
John D. Knoll		81,304,407		1,635,451		1,471,915
Ramzi M. Musallam		81,304,007		1,635,851		1,471,915
Richard N. Nottenburg		82,862,615		77,243		1,471,915
Benjamin M. Polk		81,303,507		1,636,351		1,471,915
Charles S. Ream		82,862,615		77,243		1,471,915
Mark H. Ronald		82,863,015		76,843		1,471,915
General Peter J. Schoomaker (USA Ret.)		82,862,615		77,243		1,471,915

 

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s proxy statement, by the votes set forth below:

 

For		Against		Abstain		Broker Non-votes
82,438,060		12,880		488,918		1,471,915

 

Proposal No. 3: The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013, by the votes set forth below:

 

For		Against		Abstain
83,878,578		44,297		488,898

 

 

 

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.

 

	AEROFLEX HOLDING CORP.
	By:	/s/ John Adamovich, Jr.
		John Adamovich, Jr. Senior Vice President and Chief Financial Officer

 

 Date: November 14, 2012