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
May 4, 2011
Date of Report (Date of earliest event reported)
BALLANTYNE STRONG, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-13906 |
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47-0587703 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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incorporation or organization) |
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File No.) |
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Identification Number) |
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4350 McKinley Street |
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Omaha, Nebraska |
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68112 |
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(Address of principal executive offices) |
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(Zip Code) |
(402) 453-4444
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Form 8-K
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Item 2.02 |
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Results of Operations and Financial Condition |
Ballantyne Strong, Inc. (the “Company”) issued a press release on May 6, 2011 with earnings information for the Company’s quarter ended March 31, 2011. The press release is furnished with this Form 8-K as Exhibit 99.1.
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Item 5.07. |
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Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Stockholders on May 4, 2011. There were issued and outstanding and entitled to vote at the Annual Meeting 14,334,117 shares of common stock. There were present in person or by proxy, 8,181,535 shares representing approximately 57% of the common stock issued and outstanding and entitled to vote . The matters set forth below were voted upon, with the results as indicated:
Proposal No. 1- Election of Directors:
The Inspector of Elections certified the following vote tabulations for the five nominees for election to the Board of Directors, all of whom were elected:
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For |
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Withheld |
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Broker Non-Vote |
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Alvin Abramson |
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7,142,438 |
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1,035,767 |
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0 |
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Gary L. Cavey |
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7,665,978 |
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512,227 |
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0 |
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Marc E. LeBaron |
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7,396,368 |
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781,837 |
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0 |
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Mark D. Hasebroock |
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7,370,375 |
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807,830 |
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0 |
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William F. Welsh II |
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7,663,389 |
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514,816 |
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0 |
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Proposal No. 2- Advisory Vote on Executive Compensation.
The Inspector of Elections certified the following advisory vote tabulations for the non-binding resolution to approve the compensation of the Company’s Named Executive Officers, as described in the Company’s Proxy Statement:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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7,523,124 |
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380,111 |
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278,300 |
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0 |
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Proposal No. 3- Frequency of Future Say on Pay Advisory Votes
The Inspector of Elections certified the following advisory vote tabulations for the non-binding advisory resolution to determine the frequency (whether annual, biennial or triennial) with which stockholders of the Company shall be entitled to have an advisory vote on executive compensation:
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1 Year |
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2 Year |
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3 Year |
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Abstain |
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Broker Non-Vote |
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6,997,596 |
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131,569 |
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773,911 |
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278,459 |
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0 |
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
99.1 Press Release with earnings information, dated May 6, 2011, issued by the Company.
The information contained in this Current Report under Item 2.02, including the exhibit referenced in Item 9.01, is being “furnished” pursuant to “Item 2.02 Results of Operations and Financial Condition” of Form 8-K and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BALLANTYNE STRONG, INC. | |
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Date: May 6, 2011 |
By: |
/s/ Kevin Herrmann |
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Kevin Herrmann |
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Secretary/Treasurer and Chief Financial Officer |