Astrotech Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 26, 2013


Astrotech Corporation

(Exact name of registrant as specified in its charter)


Washington

 

001-34426

 

91-1273737

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)


401 Congress Ave. Suite 1650, Austin, Texas

 

78701

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (512) 485-9530



(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:


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))






Item 5.07

Submission of Matters to a Vote of Security Holders


On April 26, 2013, Astrotech Corporation (the “Company”) convened its annual meeting of shareholders, pursuant to notice duly given, at 221 West 6th Street, 21st Floor in Austin, TX. The matters voted upon at the meeting and the results of such voting are set forth below:


1. To elect six directors to the Board of Directors of the Company to serve for the respective terms prescribed by the Company’s bylaws. All director nominees were duly elected.


 

 

FOR

 

WITHHELD

 

BROKER

 

 

 

 

 

 

NON-VOTES

Thomas B. Pickens III

 

 

7,966,126 

 

 

2,706,860 

 

 

5,711,679 

Mark E. Adams

 

 

7,716,717 

 

 

2,956,269 

 

 

5,711,679 

John A. Oliva

 

 

8,026,260 

 

 

2,646,726 

 

 

5,711,679 

Sha-Chelle Manning

 

 

8,028,770 

 

 

2,644,216 

 

 

5,711,679 

William F. Readdy

 

 

9,102,209 

 

 

1,570,777 

 

 

5,711,679 

Daniel T. Russler, Jr.

 

 

8,029,535 

 

 

2,643,451 

 

 

5,711,679 


2. To ratify the appointment of Ernst & Young, LLP as independent registered public accounting firm for the Company’s fiscal year ending June 30, 2013. This proposal was approved.


FOR

 

AGAINST

 

ABSTAIN

 

 

 

 

 

16,003,366

 

97,732

 

283,567


3. To conduct an advisory vote on our executive compensation (the “Say-on-Pay” vote). This proposal was approved.


FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

 

 

 

 

 

 

 

9,489,455

 

1,102,979

 

80,551

 

5,711,680


4. To conduct an advisory vote on the frequency of future Say-on-Pay votes (the “Say-on-Frequency” vote).

Based upon the results set forth below, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders every three years until the next required advisory vote on the frequency of shareholder votes on executive compensation.


1 Year

 

2 Years

 

3 Years

 

ABSTAIN

 

BROKER

NON-VOTES

 

 

 

 

 

 

 

 

 

4,275,365

 

288,041

 

6,042,819

 

66,760

 

5,711,680



Item 9.01.

Financial Statements and Exhibits.


(d)

Exhibits


99.1

Press release, dated May 1, 2013, issued by Astrotech Corporation.




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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.



 

ASTROTECH CORPORATION

 

 

 

 

 

 

 

 

Date:  May 1, 2013

By:

 /s/ Thomas B. Pickens III

 

Name:   Thomas B. Pickens III

 

Title:     Chairman of the Board and Chief Executive Officer





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EXHIBIT INDEX



Exhibit No.

 

Description

 

Paper (P) or

Electronic (E)

 

 

 

 

 

99.1

 

Press release, dated May 1, 2013, issued by Astrotech Corporation.

 

E




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