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) February 23, 2017
--------------------------
Dynasil Corporation of America
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-35011 22-1734088
----------- --------------- -------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
313 Washington Street, Suite 403, Newton, MA 02458
------------------------------------------------------------
(Address of principal executive offices)
(617)-668-6855
----------------------------------------------------------
(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:
[ ] 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 5.07 Submission of Matters to a Vote of Security Holders.
On February 23, 2017, the Company held its Annual Meeting. The matters
voted upon were: (1) the election of seven directors to serve until the
next Annual Meeting; (2) the ratification of the appointment of RSM US
LLP as the Company's independent registered public accounting firm for
the fiscal year ending September 30, 2016; (3) Advisory vote regarding
executive compensation; and (4) Advisory vote regarding the frequency of
the Executive Compensation Advisory Vote. No other matters came before
the meeting.
(1) Election of Directors.
The shareholders of the Company elected each of the Director nominees
proposed by the Company's Board of Directors to serve until the next
Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
The following is a breakdown of the voting results:
Votes For Votes Withheld Broker Non-Votes
--------- -------------- ----------------
Craig Dunham 8,675,328 444,994 6,572,380
Lawrence Fox 9,044,385 75,937 6,572,380
William Hagan 9,042,885 77,437 6,572,380
David Kronfeld 9,042,285 78,037 6,572,380
Thomas Leonard 9,043,385 76,937 6,572,380
Alan Levine 9,042,285 78,037 6,572,380
Peter Sulick 8,998,985 121,337 6,572,380
--------------------------------------------------------------------------
(2) Appointment of RSM US LLP as Independent Registered Public
Accounting Firm.
The shareholders of the Company ratified the appointment of RSM US LLP
as the Company's independent registered public accounting firm for the
fiscal year ending September 30, 2017.
The following is a breakdown of the voting results:
Votes For Votes Against Abstentions Broker Non-Votes
----------- -------------- ----------- ----------------
Number of
Votes Cast: 15,572,529 90,160 30,013 0
------------------------------------------------------------------------------
(3) Advisory Vote Regarding Executive Officers' Compensation
The stockholders of the Company approved, on an advisory basis, the
compensation philosophy and the compensation of the Company's executive
officers as disclosed in the 2017 Proxy Statement. The following is a
breakdown of the voting results:
Votes For Votes Against Abstentions Broker Non-Votes
----------- -------------- ----------- ----------------
Number of
Votes Cast: 8,296,954 1,110,461 33,325 6,572,380
------------------------------------------------------------------------------
(4) Advisory Vote Regarding Frequency of Advisory Vote on
Executive Officers' Compensation
The stockholders of the Company gave advisory approval to a frequency of
every three years for the Advisory Vote on the Compensation of Company's
executive officers. The following is a breakdown of the voting results:
One Year Two Years Three Years Broker Non-Votes
---------- ----------- ----------- ----------------
Number of
Votes Cast: 1,886,870 101,904 7,429,964 6,614,716
------------------------------------------------------------------------------
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.
DYNASIL CORPORATION OF AMERICA
(Registrant)
Date: February 27, 2017 By: /s/ Robert J. Bowdring
-----------------------
Robert J. Bowdring
Chief Financial Officer