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): May 21, 2013
Communications Systems, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State Or Other Jurisdiction Of Incorporation)
| 001-31588 | 41-0957999 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 10900 Red Circle Drive, Minnetonka, MN | 55343 |
| (Address Of Principal Executive Offices) | (Zip Code) |
952-996-1674
Registrant’s Telephone Number, Including Area Code
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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 21, 2013, the Communications Systems, Inc. (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 8,523,720 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, 7,750,638 shares or 90.9 % were present either in person or by proxy.
The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the final results of the votes cast at the meeting:
1. To elect two directors of the Company to serve three-year terms until the 2016 next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.
| Nominee | For | Withhold | Broker Non-Vote |
| Gerald D. Pint | 4,142,838 | 1,353,937 | 2,253,863 |
| Curtis A. Sampson | 4,125,345 | 1,371,430 | 2,253,863 |
2. To ratify and approve the appointment of Deloitte and Touche, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2013.
| For | Against | Abstain |
| 7,550,866 | 191,067 | 8,705 |
Based on the shares voted at the Annual Meeting, the shareholders elected each of Mr. Pint and Mr. Sampson as directors of the Company for three-year terms ending at the 2016 Annual Meeting of Shareholders, and ratified and approved the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year.
Item 8.01 Other Events
On May 22, 2013, the Company issued a press release reporting the results of its 2013 Annual Meeting of Shareholders and announcing that its Board of Directors declared a quarterly dividend of $0.16 per share payable on July 1, 2013 to shareholders of record on June 14, 2013.
Item 9.01 Financial Statements and Exhibits
The following is filed as an exhibit to this Report on Form 8-K:
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release dated May 22, 2013, “Communications Systems, Inc. Holds 2013 Annual Shareholders Meeting and Announces Payment of Quarterly Dividend.” |
SIGNATURE
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.
| By: | /s/ | William G. Schultz | ||
| William G. Schultz | ||||
| President and Chief Executive Officer |
Date: May 23, 2013
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
| Contacts: | William G. Schultz (952) 996-1674 |
| President and Chief Executive Officer |
Communications Systems, Inc. Holds 2013 Annual Shareholders Meeting and Announces Payment of Quarterly Dividend
Minnetonka, Minnesota - May 22, 2013 -- Communications Systems, Inc. (NASDAQ: JCS) held its 2013 Annual Shareholders Meeting on Tuesday May 21, 2013. At the meeting, the Company’s shareholders elected two current directors, Curtis A. Sampson and Gerald D. Pint, to new three-year terms. In addition, the shareholders approved the reappointment of Deloitte & Touche LLP as the Company’s auditors for its 2013 fiscal year.
Following the shareholders meeting, the Company’s executive officers, including President and CEO William G. Schultz, discussed 2012 and first quarter of 2013 financial results, detailed future plans of each of the Company’s three business units, the financial strength of the Company and its long-term prospects. A copy of the Company’s presentation can be found on its website: www.commsystems.com.
On May 22, 2013, the Company announced its Board of Directors approved payment of a quarterly dividend of $.16 per share payable on July 1, 2013 to shareholders of record on June 14, 2013.
Cautionary Statement
From time-to-time, in reports filed with the Securities and Exchange Commission, press releases that it issues, podcasts that it prepares and makes available, and in other communications to shareholders or the investing public, Communications Systems, Inc. may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans that are typically preceded by the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties, including those disclosed in our periodic filings with the SEC, which could cause actual performance, activities or plans after the date the statements are made to differ significantly from those indicated in the forward-looking statements when made.
About Communications Systems
Communications Systems, Inc. provides physical connectivity infrastructure and services for global deployments of broadband networks. Focusing on innovative, cost-effective solutions, CSI provides customers the ability to deliver, manage, and optimize their broadband network services and architecture. From the integration of fiber optics in any application and environment to efficient home voice and data deployments to optimization of data and application access, CSI provides the tools for maximum utilization of the network from the edge to the user. With partners and customers in over 50 countries, CSI has built a reputation as a reliable global innovator focusing on quality and customer service.
We provide information about our Company and our operations at our website, www.commsystems.com. In addition, subsequent to our public release of quarterly and annual financial results, we prepare and post to this website a podcast that provides a more detailed discussion of these recent financial results and our operating units.