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 31, 2011 -------------- Microwave Filter Company, Inc. (Exact Name of Registrant as Specified in Charter) New York 0-10976 16-0928443 ----------------------------- ----------------------- ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 6743 Kinne Street, East Syracuse, New York 13057 ------------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) (315) 438-4700 -------------- Registrant's telephone number, including area code 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 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) [ ] 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)) 1 Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Microwave Filter Company, Inc. held its Annual Meeting of Shareholders on March 30, 2011. The following proposals were submitted to a vote of shareholders and were approved: Proposal No. 1 - Election of Directors The shareholders elected three individuals to the Board of Directors as set forth below: Votes Votes Broker For Withheld Non-Votes ___________ __________ ___________ Carl F. Fahrenkrug 373,659 15,756 1,902,407 Daniel P. Galbally 295,548 93,867 1,902.407 Frank S. Markovich 301,998 87,417 1,902,407 Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accountants The shareholders voted to ratify the appointment of EFP Rotenberg, LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2011, as set forth below: Votes for 2,266,314 Votes against 23,291 Abstentions 2,217 2 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. Microwave Filter Company, Inc. -------------------------------- (Registrant) Dated: March 31, 2011 By: /s/ Carl F. Fahrenkrug -------------------------------------------- Carl F. Fahrenkrug President and Chief Executive Officer 3