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): May 9, 2013 |
AEROCENTURY CORP.
_________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | |
(State or Other Jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
| | |
1440 Chapin Avenue, Suite 310 Burlingame, CA | 94010 |
| (Address of principal executive offices) | (Zip Code) |
|
Registrant’s telephone number, including area code: |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 May 9, 2013, the following matters were voted upon and approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders;
| | (1) | | the election of two members to the Board of Directors; |
| | | | |
| | (2) | | the approval, in a non-binding vote, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement; |
| | | | |
| | (3) | | the proposal to recommend, by non-binding vote, a frequency for future advisory votes on executive compensation; and |
| | | | |
| | (4) | | the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm. |
The following is a summary of the voting results for each matter presented to the stockholders:
1. Election of Directors:
| Nominee | | Votes for | Votes Withheld | Broker Non-votes |
| Neal D. Crispin | | 710,036 | 88,177 | 485,988 |
| Evan M. Wallach | | 713,388 | 87,418 | 483,395 |
Messrs. Crispin and Wallach were each re-elected to serve a three-year term expiring at the 2016 Annual Meeting of Stockholders of the Company.
2. Non-binding Advisory Vote Approving the Compensation of the Company's Named Executive Officers as Disclosed in the Proxy Statement:
| Votes For | | Votes Against | Votes Abstained | Broker Non-Votes |
| 771,928 | | 11,706 | 14,579 | 485,998 |
3. Non-binding Advisory Vote on Frequency of Advisory Vote on Executive Officer Compensation;
One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 561,513 | 4,596 | 221,793 | 10,311 | 485,988 |
4. Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm;
Votes For | | Votes Against | Abstain | Broker Non-Votes |
| 1,269,879 | | 3,232 | 11,090 | 0 |
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 hereto duly authorized.
| | | |
| | AEROCENTURY CORP. |
|
|
|
| Date: May 13, 2013 | By: | /s/ Neal D. Crispin |
| |
|
| | Title: Chairman and CEO |
