Form8K 2014 Vote of Security Holders


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): May 19, 2014



Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)

Delaware
 
000-52008
 
54-1560050
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)


1 Riverside Circle, Suite 400
Roanoke, Virginia 24016
(Address of principal executive offices, including zip code)

540-769-8400
(Registrant’s telephone number, including area code)


(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):
[ ] 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 5.02
Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Restricted Stock Awards
The Compensation Committee of Luna Innovations Incorporated (the "Company") granted restricted stock awards to the Company's senior management, who, among others, include My E. Chung, the Company's Chief Executive Officer, Dale E. Messick, the Company's Chief Financial Officer, and Scott A. Graeff, the Company's Chief Strategy Officer (collectively, the "Named Executive Officers") in the following amounts effective May 19, 2014:
 
Name
Shares of
Restricted
Stock
My E. Chung
140,000
Scott A. Graeff
34,500
Dale E. Messick
34,500
The restricted stock vests in four equal annual installments on the anniversary of the grant date, subject to the Named Executive Officer’s continuous service through such vesting dates.


Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Company's 2014 Annual Meeting of Stockholders held on May 20, 2014, the Company’s stockholders approved the following three matters, as proposed in the proxy materials filed with the Securities and Exchange Commission on April 15, 2014.
Election of Directors
Michael W. Wise, Warner Dalhouse and John B. Williamson, III were elected as Class II directors of the Company to serve until the 2017 Annual Meeting of Stockholders as follows:
 
 
For
 
Withhold
 
 
 
 
Michael W. Wise
7,505,339

 
49,546

Warner Dalhouse
7,310,398

 
244,487

John B. Williamson, III
7,506,719

 
48,166

Advisory Vote- Compensation of Named Executive Officers
The approval, on an advisory basis, of the compensation of the Named Executive Officers, as disclosed in the proxy statement, passed as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
 
 
 
 
 
 
 
7,120,248

  
401,631

  
33,006

  
5,165,570





Ratification of Selection of Independent Auditors
The ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
12,494,733

 
16,641
 
209,081

 
0





















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.

 
Luna Innovations Incorporated
 
 
By:
/s/ Talfourd H. Kemper, Jr.
 
Talfourd H. Kemper, Jr.
Vice President and General Counsel

Date: May 21, 2014