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): October 24, 2012
NATIONAL TECHNICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
| California | | 0-16438 | | 95-4134955 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 24007 Ventura Boulevard, Suite 200 | | |
| Calabasas, California | | 91302 |
| (Address of Principal Executive Offices) | | Zip Code |
(818) 591-0776 |
| (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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.05 | Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On October 24, 2012, our Board of Directors approved a revised Code of Business Ethics (the “Code”) that applies to all of our directors and employees, including our Chief Executive Officer and Chief Financial Officer. The Code supersedes our original Code of Business Ethics to address a broader range of ethical situations and provide more extensive guidance of company policies. The adoption of the Code did not result in a waiver or an implicit waiver (as defined in Instruction 2 to Item 5.05) of any provision of the original Corporate Code of Business Ethics. The Code has been posted in the Investor Relations section of our website, www.nts.com, under Corporate Governance. A copy of the Code is attached as Exhibit 14.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 24, 2012, the following proposals were submitted to our shareholders at our annual meeting of shareholders:
| | 1. | Election of Directors. To elect three Class I directors for terms expiring in 2015, and until their respective successors are duly elected and qualified. |
| | 2. | Ratify the Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2013. |
The proposals are more fully described in our proxy statement delivered to our shareholders entitled to notice of and to vote at our annual meeting of shareholders.
The final voting results of each proposal follows:
Proposal 1 - Election of Directors: Our shareholders elected each of John Foster, William McGinnis and Donald Tringali as Class I directors for terms expiring in 2015, and until their respective successors are duly elected and qualified. Votes cast were as follows:
| Director | | Votes For | | Withheld | | Broker Non-Votes |
| John Foster | | 6,166,565 | | 292,650 | | 1,376,126 |
| William McGinnis | | 6,166,366 | | 292,879 | | 1,376,126 |
| Donald Tringali | | 6,165,392 | | 293,282 | | 1,376,126 |
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm: Our shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013. Votes cast were as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 7,674,177 | | 159,018 | | 1,954 | | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
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.
| Dated: October 29, 2012 | National Technical Systems, Inc. |
| | |
| | By: | /s/ Michael El-Hillow |
| | | Name: Michael El-Hillow |
| | | Title: Senior Vice President and Chief Financial Officer |
