Cyalume Technologies (CYLU) 8-K Amendments to Articles of Incorporation or Bylaws

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):July 9, 2013

CYALUME TECHNOLOGIES HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-52247	20-3200738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

96 Windsor Street , West Springfield MA	01089
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (413) 858-2500

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 registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 9, 2013, the stockholders ofCyalume Technologies Holdings, Inc. (the “Company”)approved amendments to the Company’s Fifth Amended and Restated Certificate of Incorporation, as set forth in Item 5.07 below. The amendments were effected pursuant to a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), filed with the Secretary of State of the State of Delaware on July 9, 2013. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on July 9, 2013 (“Annual Meeting”). There were 20,738,260 shares of common stock entitled to be voted, and 16,628,709 shares present in person or by proxy, at the Annual Meeting.

Seven items of business was acted upon by stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2013. The voting results are as follows:

1. Election of Directors:

Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the date of the Annual Meeting in 2014.

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Winston J. Churchill		12,481,427		143,891		3,997,391
Alain Dobkin		12,545,479		79,839		3,997,391
Yaron Eitan		12,275,335		349,983		3,997,391
Jason Epstein		12,472,077		153,241		3,997,391
Andrew Intrater		12,484,930		140,388		3,997,391
John G. Meyer, Jr.		12,625,318		0		3,997,391
Zivi Nedivi		12,495,562		129,756		3,997,391
Thomas Rebar		12,625,218		100		3,997,391
James Schleck		12,625,318		0		3,997,391
James Valentine		12,545,154		80,164		3,997,391

2. Amendment of the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the total number of shares of common stock which the Company shall have authority to issue from 50,000,000 to 100,000,000:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
	16,490,698		130,756		1,255		0

3. Amendment of the Company’s Fifth Amended and Restated Certificate of Incorporation to eliminate stockholder action by written consent unless otherwise approved in advance by the Board of Directors:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
	12,397,681		226,931		706		3,997,391

4. Amendment of the Company’s Fifth Amended and Restated Certificate of Incorporation to require an affirmative vote of holders of at least two-thirds of the combined voting power of the then outstanding shares of capital stock of the Company to amend certain provisions of the Fifth Amended and Restated Certificate of Incorporation:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
	12,367,149		258,169		0		3,997,391

5. Amendment of the Company’s 2009 Omnibus Securities and Incentive Plan to increase the aggregate number of shares of common stock that may be issued under the Plan to 2,650,000:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
	12,300,975		322,537		1,806		3,997,391

6. Approval, on a non-binding advisory basis, of the compensation of our named executive officers (“say-on-pay”):

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
	11,861,617		143,645		620,056		3,997,391

7. Approval, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation:

Every 1 Year		Every 2 Years		Every 3 Years		Votes Abstain		Broker Non-Votes
	1,058,547		335,409		8,175,428		3,055,934		3,997,391

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.	Description
3.1	Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 9, 2013.

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:	July 12, 2013	CYALUME TECHNOLOGIES HOLDINGS, INC
		By:	/s/ Michael Pellicci
			Michael Pellicci
			Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 9, 2013.