7, 2012 14, 2012. Directors." Number of Shares Percent Beneficially Owned of Class(1) 0 0% 1,952,577 75.7% 3,500 Less than .2% 4,200 Less than .2% 0 0% 0 0% 6,000 Less than .2% 1,966,277 76.3% October 2005. Audit Committee operate pursuant to a charter developed by the Board of Directors. AND TRANSACTIONS 2011. Plan. Other All Other Annual Annual Year Salary Bonus Compensation (a) 2009 -0- 2008 -0- 2007 -0- 2009 -0- 2008 -0- 2007 -0- Reflects amounts contributed by Micropac Industries, Inc., under Micropac’s 401(k) profit sharing plan; unused vacation pay; life insurance premiums paid; and reimbursement for medical expenses under Micropac’s Family Medical Reimbursement Plan. Mr. King and Mr. Cefalu valued at $1,373 and $803, respectively. 2011. respectively. Approve__________ , [ ] Preliminary Proxy Statement[ ] Confidential, for Use of the Commission Only (as permitted by Rule 4a-6(e)(2))[X] Definitive Proxy Statement[ ] Definitive Additional Materials[ ] Soliciting Material Pursuant to Rule 240.14a-12[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 4a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 240.14a-12 [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [ ] No fee required.[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.1) Title of each class of securities to which transaction applies:2) Aggregate number of securities to which transaction applies:3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):4) Proposed maximum aggregate value of transaction:5) Total fee paid:[ ] Fee paid previously with preliminary materials.Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.1) Amount Previously Paid: [ ]2) Form, Schedule or Registration Statement No.: [ ]3) Filing Party: [ ]4) Date Filed: [ ]12, 201012, 20107, 2012 for the following purposes:25, 2010,18, 2012 as the record date for the meeting. Only stockholders of record at that time are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. By Order of the Board of Directors /s/ J. K. Murphey JAMES K. MURPHEY, SecretaryBy Order of the Board of Directors /s/ Connie Wood CONNIE WOOD, Secretary 17, 201014, 2012March12, 201012, 20107, 2012 at the time and place and for the purposes set forth in the foregoing notice. This Proxy Statement, the foregoing notice and the enclosed proxy are first being sent to stockholders on or about February 17, 2010.20092011 is enclosed.Directors".25, 201018, 2012 are entitled to notice of and to vote at the meeting. On that date there were 2,578,315 shares of common stock outstanding, each of which is entitled to one vote in person or by proxy on all matters properly brought before the meeting. Cumulative voting of shares in the election of directors is prohibited.MICROPAC INDUSTRIES, INC.Name and Address of Beneficial Owner Patrick Cefalu 8706 Arborside Rowlett, Texas 75089 Heinz-Werner Hempel (2) (3) (4) Hanseatische Waren-Gesellschaft MBH & Co., KG Am Wall 127 28195 Bremen 1 Germany H. Kent Hearn (3) 1409 Briar Hollow Garland, Texas 75043 Mark King (3) 2905 Wyndham Ln. Richardson, TX 75082 James K. Murphey (3) 2290 One Galleria Tower 13355 Noel Road, L.B.75 Dallas, Texas 75240 Eugene Robinson (3) 1200 Lake Pointe Circle McKinney, Texas 75070 Connie Wood (3) 877 FM 2948 Como, Texas 75431 All officers and directors as a group (7 Persons) _______________________43 -(1) Calculated on the basis of the 2,578,315 outstanding shares. There are no options, warrants, or convertible securities outstanding.(2) The Company and Mr. Heinz-Werner Hempel are parties to an Ancillary Agreement entered into in March 1987. The Ancillary Agreement primarily obligates the Company to register Mr. Hempel's stock and allows Mr. Hempel to participate in any sale of stock by the Company.(3) A director of the Company. Each incumbent director has been nominated for reelection at the Annual Meeting.(4) Effective October 10, 2007, Mr. Hempel transferred all of the shares of the Company’s common stock owned by him and consisting of 1,952,577 shares, to a partnership organized under the laws of Germany. This partnership is composed of Mr. Hempel, his son, and his daughter. As the consideration for this transfer, Mr. Hempel received a 99.98% share in this partnership and received the sole voting and management control. His son and daughter each own a 0.01% ownership interest in this partnership.(1) Calculated on the basis of the 2,578,315 outstanding shares. There are no options, warrants, or convertible securities outstanding. (2) The Company and Mr. Heinz-Werner Hempel are parties to an Ancillary Agreement entered into in March 1987. The Ancillary Agreement primarily obligates the Company to register Mr. Hempel's stock and allows Mr. Hempel to participate in any sale of stock by the Company. (3) A director of the Company. Each incumbent director has been nominated for reelection at the Annual Meeting. (4) Effective October 10, 2007, Mr. Hempel transferred all of the shares of the Company’s common stock owned by him and consisting of 1,952,577 shares, to a partnership organized under the laws of Germany. This partnership is composed of Mr. Hempel, his son, and his daughter. As the consideration for this transfer, Mr. Hempel received a 99.98% share in this partnership and received the sole voting and management control. His son and daughter each own a 0.01% ownership interest in this partnership. Murphey, NadolskyHoesterey, Robinson and Mrs. Wood are currently directors of the Company. All directors participate in the consideration of Director Nominees.Name Age Position with the Company Director Since Position(s) With NameAgethe CompanyDirector SinceH. Kent Hearn73Director and Member of AuditCommitteeFebruary 1983Heinz-Werner Hempel81Director and Member of AuditCommitteeFebruary 1997Mark King 55 57 CEO, President and Member of Audit Committee and Chairman of the Board NovemberOctober 2005 James K. Murphey 67H. Kent Hearn 75 Director and February 1983 Member of Audit Committee and Board of Directors and SecretaryMarch 1990Heinz-Werner Hempel Eugene Robinson7083 Director and Member of Audit Committee October 2008February 1997 Connie Wood70Director, and Connie Wood 72 Secretary, Director and Member of Audit Committee March 2002 February 2002Eugene Robinson 72 Director and Member of Audit Committee October 2008 Richard K. Hoesterey 69 Director and Member of Audit Committee October 2010 Mr. Hearn is retired. Mr. Hearn was formerly employed as a stockbroker by Milkie/Ferguson Investments, Inc. Mr. Hempel is the Chief Operating Officer of Hanseatische Waren-Gesellschaft MBH & Co, KG, Bremen, Germany.Murphey is an attorneyHearn retired in December 2006. Prior to his retirement, Mr. Hearn was a stockbroker with Milkie/Ferguson Investments, Inc. for 12 years.memberPresident of the law firm Glast, Phillips & Murray, P.C.Company from May 2002 until her retirement in Dallas, Texas. Glast, Phillips & Murray, P.C. serves as legal counsel to the Company. Ms. WoodCompany’sPresident and Chief Executive Officer of Components Corporation of America from January 2000 to August 2009. In September 2009, he began serving as the President and PresidentChief Executive Officer of R.K. Hoesterey & Associates. The Board of Directors elected Mr. Richard K. Hoesterey, 69, as a director to the board on October 14, 2010.Company until her retirement in January 2006.2009.2011. Directors received a fee of $1,500.00 other$1,500 (other than Mr. KingKing) for each meeting attended during the year ended November 2009. Beginning on December 1, 2005,2011. In addition, the Board agreed to pay an annual retainer of $10,000 to Mr. Hearn, Mr. Robinson, Mr. Hoestery and Ms. Wood. Ms. Wood, Mr. Hearn, Mr. King,Hoestery and Mr. Robinson and Mr. Murphey attended all of the meetings. Mr. Hempel attended two (2) of the meetings.2009.2011. Members of the Audit Committee received a fee of $750.00$750 for each meeting attended during the year ended November 2009.2011. Mr. King did not receive any payments for attending meetings of the Audit Committee. Mrs. Wood and Messrs Murphey, King, Robinson and Hearn attended all of the meetings. Mr. Hoestery attended three (3) of the meetings and Mr. Hempel attended one (1) of the meetings.Board does not haveCompany has adopted a nominating committee duecode of ethics that applies to the Company’s small size. The Board does not providechief executive officer and principal financial officer.processCode of Conduct for security holders to send communications toall employees, officers and directors of the Board of Directors due to the infrequent nature of such communications. The Board has not adopted a policy with regard to Board member attendance at annual meetings. Five (5) Board members attended the prior year’s annual meeting.- 6 -Company.The information set forth in the 2010 Proxy Statement under the heading “Management Remuneration and Transactions”, is incorporated herein by reference.2009,2011 all cash compensation paid to, or accrued and vested for the account of Mr. Mark King, President and Chief Executive Officer and Mr. Patrick Cefalu, Vice President and Chief Financial Officer. Mr. King and Mr. Cefalu received no non-cash compensation during 2009.Plan Name and Compensation Principal Position Mark King, $ 246,716 $ 25,200 $ 21,626 President and $ 239,250 $ 21,800 $ 15,031 Chief Executive Officer (1) $ 232,641 $ 20,000 $ 25,452 Patrick Cefalu, $ 144,133 $ 25,200 $ 8,907 Vice President and $ 133,208 $ 21,800 $ 6,118 Chief Financial Officer $ 123,161 $ 20,000 $ 11,978 Name and Annual All Other Principal Position Year Salary Bonus Compensation Total (a) Mark King, 2011 $247,968 $45,000 $27,320 $320,288 President and 2010 $248,504 $ 3,000 $24,204 $275,708 2009 $246,716 $25,200 $21,626 $293,542 Patrick Cefalu, 2011 $145,272 $35,000 $2,607 $182,879 Vice President and 2010 $145,325 $ 3,000 $7,351 $155,676 Chief Financial Officer 2009 $144,133 $25,200 $8,907 $178,240 (a) (a) a termrenewable terms of three (3) years with annual increases to be determined by the Board of Directors. The June 2009 amendment also provides under certain events, either the Company or Mr. King can terminate the agreement upon a payment to Mr. King of 18 or 36 month’smonths salary as severance payments.2009,2011, Mr. King received $7,826.17$2,139 and Mr. Cefalu received $8,907.29$1,804, which amounts are included in the "All Other Compensation" column shown in the preceding remuneration table.2009,2011, the Company made contributions to the Plan for Mr. King in the amount of $13,800.02$14,256, which amounts areamount is included in the "All Other Compensation" column shown in the preceding remuneration table.2009,2011, Mr. King received $9,552 and Mr. Cefalu did not receive any unused vacation which is included inpay.“All Other Compensation” column shown infiscal year ended November 30, 2011, the preceding remuneration table On January 15, 2001,Company paid life insurance premiums for the Boardbenefit of Directors adopted the Micropac Industries, Inc. 2001 Employee Stock Option Plan. To date, no options have been granted under the Plan.2009. KPMG LLPthe Company’sour annual financial statements for 2009each of the fiscal years ended November 30, 2011 and November 30, 2010, and the reviewreviews of the interim financial statements included in theour Quarterly Reports wason Form 10-Q during those periods were $123,000 and $115,000, and for the audit of the Company’s financial statements for 2008 and the review of the interim financial statements included in the Quarterly Reports was $108,500.In addition to the audit fees, 2008 tax return preparation services were $29,000$31,000 in 2011, and 2007fees for tax return preparation services were $32,500. - 8 -$38,500 in 2010.tax return preparationservices in advance of the performance of such services.The Board of Directors does not have nominating or compensation committee or committees performing similar functions. The Board of Directors formed an audit committee on May 13, 2002. The members of the Audit Committee have a Charter. With the exception of Mr. Hearn and Mr. Robinson, members of the Audit Committee are not considered independent members under applicable United States statutes.accountantsaccountant required by the applicable requirements of the Public Company accounting oversightAccounting Oversight Board regarding the independent accountants’accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accounts’accountant’s independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended November 30, 2009,2011, for filing with the Securities and Exchange Commission.examinationaudit of those statements. It is not the duty of the Audit Committee to conduct audits to determine that the Company’s financial statements are complete and accurate and are in accordance with accounting principles generally accepted in the United States. Those responsibilities belong to management and the Company’s independent auditors. In giving its recommendations, the Audit Committee considered (a) management's representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States, and (b) the report of the Company’s independent auditors with respect to such financial statements.The Company has adopted a code of ethics that applies to the Company’s chief executive officer and principal financial officer. 20112013 must submit such proposal in accordance with the proxy rules not more than 180 days and not less than 120 days before the date of the Securities and Exchange Commission.meeting. Such proposal should be sent to Mr. Patrick Cefalu,Connie Wood, Secretary, P. 0. Box 469017, Garland, Texas 75046 no later than November 30, 2010.- 10 -75046.12, 2010
7, 201212, 2010,7, 2012, at the place and time specified in Notice of Annual Meeting of Shareholders and Proxy Statement dated February 17, 201014, 2012 and at any and all adjournments thereof, with all of the powers the undersigned would possess if personally present at said meeting.1. ELECTION OF DIRECTORS FORFOR all nominees listed below (except as all marked to contrary below) nominees listed below H. Kent Hearn Heinz-Werner Hempel Richard Hoesterey James K. Murphey Connie J. Wood Mark W. King Eugene A. Robinson Disapprove__________ 2. Upon any other business that may properly come before the meeting. 2. Upon any other business that may properly come before the meeting. 2010 ___________________________________ (Stockholder’s Signature) ___________________________________ (Stockholder’s Signature) ENVELOPE.ENVELOPE118 -