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) June 3, 2010
RF INDUSTRIES, LTD.
(Name of small business issuer in its charter)
Nevada (State or Other Jurisdiction of Incorporation) | 0-13301 (Commission File Number) | 88-0168936 (I.R.S. Employer Identification No.) |
| | 7610 Miramar Road, Bldg. 6000, San Diego, California 92126-4202 (Address of Principal Executive Offices) (858) 549-6340 (Registrant’s Telephone Number) | |
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:
| ¨ | 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 June 3, 2010, the Board of Directors of RF Industries, Ltd. (the “Registrant”) agreed to continue the Registrant’s existing employment arrangement with Howard Hill for an additional year. Mr. Hill currently serves as the Registrant’s President and Chief Executive Officer. Under Mr. Hill’s current employment, the Registrant had the right to terminate the employment agreement effective on June 20, 2010. Mr. Hill’s annual salary during the next year of his employment agreement will remain $210,000. However, the Registrant agreed with Mr. Hill that Mr. Hill’s annual salary will automatically increase to $220,000 for the year ending June 20, 2011 if certain company-wide compensation policies are implemented.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 3, 2010, the Registrant held the annual meeting of its shareholders. At the meeting, the holders of the Registrant’s outstanding common stock acted on the following matters:
A. Total shares voted: 2,182,914
(1) The shareholders voted for five directors, each to serve for a term of one year and until his successor is elected. Each nominee received the following votes:
| Name of Nominee | Votes For | Votes Withheld |
| | | |
| John R. Ehret | 1,149,183 | 65,674 |
| | | |
| Marvin H. Fink | 941,385 | 273,472 |
| | | |
| Howard F. Hill | 940,035 | 274,822 |
| | | |
| Robert Jacobs | 1,146,333 | 68,524 |
| | | |
| William L. Reynolds | 1,147,983 | 66,874 |
(2) To approve the adoption of the Registrant’s 2010 Stock Incentive Plan. Votes cast were as follows:
| For | Against | Abstain |
| | | |
| 788,394 | 386,098 | 40,365 |
(3) To ratify the selection of J.H. Cohn LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending October 31, 2010. Votes cast were as follows:
| For | Against | Abstain |
| | | |
| 2,173,801 | 6,383 | 2,730 |
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.
| June 8, 2010 | | | |
| | | | |
| | By: | /s/ JAMES DOSS | |
| | | James Doss | |
| | | Chief Financial Officer | |
| | | and Corporate Secretary | |
