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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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September 9, 2014
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Transcat, Inc.
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(Exact name of registrant as specified in its charter)
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Ohio
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000-03905
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16-0874418
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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35 Vantage Point Drive, Rochester, New York
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14624
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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585-352-7777
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(Former name or former address, if changed since last report)
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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:
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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Proposal 1.
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The Company’s shareholders elected the following nominees as directors, each for a three-year term expiring in 2017.
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Director Nominee
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Votes For
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Authority Withheld
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Broker Non-Votes*
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Richard J. Harrison
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3,753,863
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173,701
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2,288,837
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John T. Smith
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3,649,385
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278,179
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2,288,837
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Proposal 2.
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The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
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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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3,244,810
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656,439
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27,314
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2,288,837
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Proposal 3.
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The Company’s shareholders ratified the selection of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2015.
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Votes For
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Votes Against
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Votes Abstained
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6,161,042
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33,672
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22,687
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*
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Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters, such as the election of directors and the advisory vote on executive compensation.
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TRANSCAT, INC.
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Dated: September 12, 2014
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By:
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/s/ John J. Zimmer
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John J. Zimmer
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Senior Vice President of Finance and Chief Financial Officer
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