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): March 8, 2011
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| (Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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100 Pine Aire Drive, Bay Shore, New York | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 231-6400
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| (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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2011, Registrant’s shareholders, upon recommendation of Registrant’s Board of Directors, approved an amendment to the Registrant’s Amended and Restated 2007 Incentive Stock Plan (“Plan”) to increase the number of shares authorized and reserved for issuance thereunder by 300,000. The amendment is described in greater detail in Proposal 2 in Registrant’s Proxy Statement for the 2011 Annual Meeting of Shareholders (“Proxy Statement”). The Proxy Statement was filed with the Securities and Exchange Commission on January 26, 2011. The description of the amendment contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan (as amended and restated effective March 8, 2011), which is filed as an exhibit to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 8, 2011, Registrant held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:
Proposal 1. Election of Directors. All nominees for director were elected.
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| James R. Henderson | | | 2,518,228 | | | | 94,879 | | | | 736,605 | |
| John J. Quicke | | | 2,518,628 | | | | 94,479 | | | | 736,605 | |
| T. Scott Avila | | | 2,585,632 | | | | 27,475 | | | | 736,605 | |
| General Merrill A. McPeak | | | 2,602,532 | | | | 10,575 | | | | 736,605 | |
| James A. Risher | | | 2,511,756 | | | | 101,351 | | | | 736,605 | |
Proposal 2. Approval of an amendment to the Amended and Restated 2007 Incentive Stock Plan to increase the number of shares authorized and reserved for issuance thereunder by 300,000 shares. The amendment to the Amended and Restated 2007 Incentive Stock Plan was approved.
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| 2,343,945 | 106,132 | 163,030 | 736,605 |
Proposal 3. Approval of an advisory resolution regarding the compensation of Registrant’s named executive officers. The advisory resolution was approved.
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| 2,341,856 | 40,289 | 230,962 | 736,605 |
Proposal 4. To act upon an advisory vote on the frequency at which Registrant should include an advisory vote regarding the compensation of Registrant’s named executive officers in its proxy statement. Based on these results and consistent with a majority of votes cast with respect to this matter, Registrant’s Board of Directors has adopted a policy to hold an advisory vote on executive compensation every year.
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| 2,219,913 | 149,281 | 12,839 | 231,074 |
Proposal 5. Ratification of the appointment of BDO USA, LLP as Registrant’s independent registered public accountants for the fiscal year ending July 30, 2011. The appointment of BDO USA, LLC was ratified.
| Item 9.01 | Financial Statements and Exhibits. |
| | 10.1 | Amended and Restated 2007 Incentive Stock Plan |
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.
| | DGT HOLDINGS CORP. |
| | (Registrant) |
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| Date: March 9, 2011 | By: | /s/ John J. Quicke |
| | | John J. Quicke President and Chief Executive Officer |
EXHIBIT INDEX
| | 10.1 | Amended and Restated 2007 Incentive Stock Plan |
