- Current report filing (8-K)
July 18 2012 - 4:11PM
Edgar (US Regulatory)
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): July 12, 2012
Meade Instruments Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22183
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95-2988062
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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27 Hubble, Irvine, California
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92618
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (949) 451-1450
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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At the 2012 Annual Meeting of Stockholders held July 12, 2012 (the Annual Meeting), the
stockholders of Meade Instruments Corp. (the Company) approved amendments to the Companys 2008 Stock Incentive Plan (the Plan) that, among other things, (i) increased the number of shares available for issuance by
115,000, (ii) extended the Plan for an additional three years, and (iii) increased the maximum number of shares that may be granted to an individual during any calendar year from 25,000 shares to 150,000 shares. The Board of Directors
adopted the amendments on June 6, 2012, subject to stockholder approval at the Annual Meeting.
The Meade Instruments
Corp. Amended and Restated 2008 Stock Incentive Plan, reflecting such amendments, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Stockholders of Meade Instruments Corp. (the Company) was held on July 12, 2012. A total of 845,312 shares of the Companys common stock were present or
represented by proxy at the meeting, representing more than 68.73% of the Companys shares outstanding as of the June 1, 2012 record date. The matters submitted for a vote and the related results are set forth below. A more detailed
description of each proposal is set forth in the Companys Proxy Statement filed with the Securities and Exchange Commission on June 8, 2012.
Proposal 1 Election of six nominees to serve as directors until the next annual meeting and until their respective successors are elected and qualified. The results of the votes received were
as follows:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Michael R. Haynes
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333,814
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25,262
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486,236
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Timothy C. McQuay
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329,214
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29,862
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486,236
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Steven G. Murdock
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333,687
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25,389
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486,236
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Mark D. Peterson
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333,692
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25,384
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486,236
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Frederick H. Schneider, Jr.
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329,081
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29,995
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486,236
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Paul D. Sonkin
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330,240
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28,836
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486,236
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Proposal 2 Approval of Amendments to the Companys 2008 Stock Incentive Plan. The results of
the votes received were as follows:
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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236,029
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121,767
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1,280
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486,236
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2
Proposal 3 Ratification of the Appointment of Moss Adams LLP as the
Companys independent registered public accountants. The results of the votes received were as follows:
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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811,620
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28,157
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5,535
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0
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Pursuant to the foregoing votes, the six nominees listed above were elected to serve on the
Companys Board of Directors and Proposals 2 and 3 were approved.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibits are being furnished herewith:
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Exhibit No.
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Exhibit Title or Description
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10.1
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Meade Instruments Corp. Amended and Restated 2008 Stock Incentive Plan
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10.2
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Form Non-Qualified Stock Option Agreement between the Company and recipients of non-qualified options granted pursuant to the Meade Instruments Corp. Amended and Restated 2008
Stock Incentive Plan
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10.3
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Form Non-Qualified Stock Option Agreement between the Company and non-employee directors of the Company receiving options granted pursuant to Section 8 of the Meade
Instruments Corp. Amended and Restated 2008 Stock Incentive Plan
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10.4
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Form Restricted Stock Agreement between the Company and recipients of restricted shares of the Companys Common Stock granted pursuant to the Companys Amended and
Restated 2008 Stock Incentive Plan
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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.
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Dated: July 18, 2012
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MEADE INSTRUMENTS CORP.
(Registrant)
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By:
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/s/ John Elwood
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Senior Vice President Finance and
Administration, Chief Financial Officer
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3
Index to Exhibits
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Exhibit No.
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Exhibit Title or Description
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10.1
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Meade Instruments Corp. Amended and Restated 2008 Stock Incentive Plan
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10.2
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Form Non-Qualified Stock Option Agreement between the Company and recipients of non-qualified options granted pursuant to the Meade Instruments Corp. Amended and Restated 2008 Stock
Incentive Plan
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10.3
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Form Non-Qualified Stock Option Agreement between the Company and non-employee directors of the Company receiving options granted pursuant to Section 8 of the Meade Instruments
Corp. Amended and Restated 2008 Stock Incentive Plan
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10.4
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Form Restricted Stock Agreement between the Company and recipients of restricted shares of the Companys Common Stock granted pursuant to the Companys Amended and
Restated 2008 Stock Incentive Plan
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4
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