0001437749-13-012218.txt : 20130923 0001437749-13-012218.hdr.sgml : 20130923 20130923125856 ACCESSION NUMBER: 0001437749-13-012218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130918 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130923 DATE AS OF CHANGE: 20130923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA TRONICS INC CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 131109721 BUSINESS ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9253284650 MAIL ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 8-K 1 giga20130920_8k.htm FORM 8-K giga20130920_8k.htm

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): September 18, 2013

 

     

GIGA-TRONICS INCORPORATED

(Exact name of registrant as specified in its charter)

         

California

  

0-12719

  

94-2656341

(State or other jurisdiction of incorporation)

  

Commission File No.

  

(IRS Employer Identification Number)

     
     
 

4650 Norris Canyon Road, San Ramon, CA 94583

  
 

(Address of principal executive offices, including zip code)

  
     
 

(925) 328-4650

  
 

(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:

 

[ ] 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 September 18, 2013, Giga-tronics Incorporated (the “Company”) held its annual meeting of shareholders. There were issued and outstanding on July 22, 2013, the record date for the meeting, 5,059,747 shares of Common Stock and an aggregate of 18,533.51 shares of Convertible Voting Perpetual Preferred Stock eligible to vote. The Convertible Voting Perpetual Preferred Stock, all of which is held by Alara Capital AVI II, LLC, entitles the holder to vote with holders of the Common Stock at the rate of 100 votes per share.

 

Holders of a total of 4,258,709 (84.17%) shares of Common Stock and 18,533.51 (100%) shares of Convertible Voting Perpetual Preferred Stock were present at the meeting in person or represented by proxy.

 

All proposals passed, with the votes listed below.

 

1.

Elect seven directors to the Company’s Board of Directors for the ensuing year:

 

Election of Directors

  

Votes For*

    

Votes Withheld

    

Abstentions and

Broker Nonvotes

  

Gordon L. Almquist

     2,768,862       441,716       3,702,520  

James A. Cole

     2,706,732       503,846       3,702,520  

Garrett A. Garrettson

     2,698,636       511,942       3,702,520  

Kenneth A. Harvey

     2,760,716       449,862       3,702,520  

Lutz P. Henckels

     2,757,375       453,203       3,702,520  

John R. Regazzi

     2,709,182       501,396       3,702,520  

William J. Thompson

     2,759,725       450,853       3,702,520  


* Totals include 1,853,351 votes represented by 18,533.51 shares of the Company’s Convertible Voting Perpetual Preferred Stock.

 

The foregoing proposal passed; all nominees have been elected as Directors for the ensuing year.

 

 

2.

Ratify the appointment of Crowe Horwath, LLP as independent certified public accountants for the fiscal year ending March 30, 2014:

 

 

         Votes For*

    

      Against

    

        Abstain

  
    5,941,756       164,553       6,278  


* Total includes 1,853,351 votes represented by 18,533.51 shares of the Company’s Convertible Voting Perpetual Preferred Stock.

 

The foregoing proposal has been approved.

 

No other matters were presented for approval.

 

 
 
 

 

 

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.

 

 

GIGA-TRONICS INCORPORATED

Date: September 23, 2013

  
 

By: /s/ Steven D. Lance

 

Steven D. Lance

 

Vice President, Finance, Chief Financial Officer