UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2016
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | 000-51378 | | 51-0539828 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
1 Bella Drive
Westminster, MA 01473
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 874-0591
Copies to:
Scott R. Jones
Pepper Hamilton LLP
3000 Two Logan Sq.
18th and Arch Streets
Philadelphia, PA 19103-2799
Phone: (215) 981-4000
Fax: (215) 981-4750
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 December 8, 2016, TechPrecision Corporation (the "Company") held its 2016 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 28,824,593 shares of the Company's common stock were entitled to vote as of November 11, 2016, the record date for the Annual Meeting, of which 26,319,903 were present in person or by proxy at the Annual Meeting. 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 nominees for director were elected to serve for a one-year term expiring on the date of the Company's 2017 Annual Meeting of Stockholders by the votes set forth in the table below:
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Leonard M. Anthony | | 10,526,154 | | 2,980,942 | | 12,812,807 |
| Robert A. Crisafulli | | 12,134,739 | | 1,372,357 | | 12,812,807 |
| Philip A. Dur | | 10,450,435 | | 3,056,661 | | 12,812,807 |
| Michael R. Holly | | 9,945,435 | | 3,561,661 | | 12,812,807 |
| Robert G. Isaman | | 10,015,535 | | 3,491,561 | | 12,812,807 |
| Andrew A Levy | | 12,437,205 | | 1,069,891 | | 12,812,807 |
| Richard S. McGowan | | 12,134,739 | | 1,372,357 | | 12,812,807 |
| Walter M. Schenker | | 12,298,950 | | 1,208,146 | | 12,812,807 |
Proposal No. 2: The appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending on March 31, 2017 was ratified by the Company's stockholders by the votes set forth in the table below:
| For | | Against | | Abstain |
| 24,768,769 | | 216,381 | | 1,334,753 |
Proposal No. 3: The adoption of the TechPrecision Corporation 2016 Equity Incentive Plan was adopted by the Company's stockholders by the votes set forth in the table below:
| For | | Against | | Abstain | | Broker Non-Votes |
| 11,246,930 | | 2,093,101 | | 167,065 | | 12,812,807 |
Proposal No. 4: The compensation of the Company's Named Executive Officers as disclosed in the Company's Proxy Statement dated November 14, 2016 was approved by the Company's stockholders on an advisory, non-binding basis by the votes set forth in the table below:
| For | | Against | | Abstain | | Broker Non-Votes |
| 12,875,580 | | 463,951 | | 167,565 | | 12,812,807 |
Proposal No. 5: The frequency of holding future advisory votes on the compensation of the Company's Named Executive Officers was approved by the Company's stockholders on an advisory, non-binding basis by the votes set forth in the table below:
| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 10,648,508 | | 2,601,418 | | 241,645 | | 15,525 | | 12,812,807 |
The board of directors of the Company, at a meeting held immediately following the Annual Meeting, has determined, in light of and consistent with the advisory vote of the Company's stockholders as to the preferred frequency of stockholder advisory votes on the compensation of the Company's Named Executive Officers, to include a stockholder advisory vote on the compensation of the Company's Named Executive Officers in its annual meeting proxy materials every year until the next advisory vote on the frequency of stockholder votes on the compensation of the Company's Named Executive Officers.
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.
| By: | /s/ Thomas Sammons |
| | Name: | Thomas Sammons |
| | Title: | Chief Financial Officer |
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