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
22, 2010
MEASUREMENT
SPECIALTIES, INC.
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
1-11906
|
22-2378738
|
|
(State
or other
|
(Commission
|
(IRS
Employer
|
|
jurisdiction
of
|
File
Number)
|
Identification
No.)
|
|
incorporation)
|
1000
Lucas Way, Hampton, VA 23666
(Address
of principal executive offices) (Zip Code)
(757)
766-1500
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 13e-4(c)under the Exchange Act (17 CFR
240.13e- 4(c))
|
On
September 22, 2010, the shareholders of Measurement Specialties, Inc. (the
“Company”) approved the adoption of the Measurement Specialties, Inc. 2010
Equity Incentive Plan (the “2010 Plan”), which was previously approved by the
Company’s Compensation Committee and Board of Directors. The 2010 Plan provides
for the issuance of a maximum of 1.6 million shares of Common Stock in
connection with the grant of stock options (including both incentive stock
options and nonqualified options) and restricted stock units.
A summary
of the 2010 Plan was included in the Company’s definitive proxy statement filed
with the Securities and Exchange Commission on July 29, 2010, as supplemented by
the additional soliciting materials filed with the Securities and Exchange
Commission on September 7, 2010 (together the “Annual Meeting Proxy Statement”)
in connection with the 2010 Annual Meeting of Shareholders. The
summary of the 2010 Plan in the Annual Meeting Proxy Statement is qualified in
its entirety by reference to the full text of the 2010 Plan, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07.
Submission of
Matters to a Vote of Security Holders.
On
September 22, 2010, the Company held its Annual Meeting of Shareholders at which
the Company’s shareholders approved three proposals. The proposals are
described in detail in the Company’s Proxy Statement for the Annual
Meeting.
Proposal
1
The
following persons were elected to the Board of Directors for a term of three
years:
|
FOR
|
WITHHELD
|
BROKER
NON-VOTES
|
||||||||||
|
John
D. Arnold
|
10,146,423 | 295,403 | 2,481,866 | |||||||||
|
Frank
D. Guidone
|
10,153,026 | 288,800 | 2,481,866 | |||||||||
Proposal
2
Shareholders
approved the Measurement Specialties, Inc. 2010 Equity Incentive Plan, as set
forth below:
|
FOR
|
AGAINST
|
ABSTENTIONS
|
BROKER
NON-VOTES
|
|||||||||||
| 8,182,167 | 2,251,675 | 7,984 | 2,481,866 | |||||||||||
Proposal
3
Shareholders
ratified the appointment of Ernst & Young LLP as Measurement Specialties,
Inc.'s independent registered public accounting firm for the fiscal year ending
March 31, 2011, as set forth below:
|
FOR
|
AGAINST
|
ABSTENTIONS
|
||||||||
| 12,863,954 | 30,259 | 29,479 | ||||||||
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed as part of this Current Report on Form
8-K:
|
Exhibit
Number
|
Description
|
|
10.1
|
Measurement
Specialties, Inc. 2010 Equity Incentive
Plan
|
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.
|
Measurement
Specialties, Inc.
|
||
|
(Registrant)
|
||
|
/s/
Mark Thomson
|
||
|
Mark
Thomson
|
||
|
Chief
Financial Officer
|
Date:
September 22, 2010