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):   October 11, 2013


CopyTele, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware

(State or Other Jurisdiction of Incorporation)


1-11254                                                                          11-2622630

(Commission File Number)                                           (IRS Employer Identification No.)



900 Walt Whitman Road, Melville, NY                                                                                11747

(Address of Principal Executive Offices)                                                                                 (Zip Code)


(631) 549-5900

(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):


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))



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Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of CopyTele, Inc., a Delaware corporation (the “Company”), was held on Friday, October 11, 2013 at the Fox Hollow, Woodbury, New York.  Stockholders of record at the close of business on August 16, 2013 were entitled to one vote for each share of common stock held.  On August 16, 2013, there were 206,376,189 shares of common stock issued and outstanding.

At the Annual Meeting, the stockholders of the Company voted on the following proposals:


1. To elect six directors nominated by the Board of Directors (the “Board”) to serve until the next annual meeting of stockholders.  Each nominee for director was elected by a vote of the stockholders as follows:

 

 

 

 

Proposal

 

Vote Type

Voted

(1) Election of Directors

 

 

 

Bruce F. Johnson

 

For

68,109,075

 

 

Withheld

     375,551

 

 

Broker Non-Votes  

87,374,925

 

 

 

 

Henry P. Herms

 

For

66,474,970

 

 

Withheld

  2,009,656

 

 

Broker Non-Votes

87,374,925

 

 

 

 

Kent B. Williams

 

For

68,109,075

 

 

Withheld   

     375,551

 

 

Broker Non-Votes

87,374,925

 

 

 

 

Lewis H. Titterton Jr.

 

For

68,069,075

 

 

Withheld

     415,551

 

 

Broker Non-Votes

87,374,925

 

 

 

 

Robert A. Berman

 

For

67,528,592

 

 

Withheld

     956,034

 

 

Broker Non-Votes

87,374,925

 

 

 

 

Dr. Amit Kumar

 

For

67,488,173

 

 

Withheld

     996,453

 

 

Broker Non-Votes

87,374,925


2.

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.  The proposal was approved, on a non-binding advisory basis, by a vote of stockholders as follows:


Proposal

 

Vote Type

Voted

(2) Advisory Vote on Executive Compensation

 

 

 

 

 

For

65,954,083

 

 

Against

     774,314

 

 

Abstention  

  1,756,229

 

 

Broker Non-Votes

87,374,925




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3.

To approve, on a non-binding advisory basis, the frequency for the advisory vote to approve the compensation of the Company’s named executive officers.  The frequency of “3 years” was approved, on a non-binding advisory basis, by a vote of stockholders as follows:


Proposal

 

Vote Type

Voted

(3) Advisory Vote on the Frequency

 

 

 

of the Vote on Executive Compensation

 

1 Year

16,768,616

 

 

2 Years

  3,987,567

 

 

3 Years

47,310,371

 

 

Abstention

Broker Non-Votes

     418,072

87,374,925


Based on the results of Proposal No. 3, the Board has determined that the Company will hold a non-binding, advisory vote on the compensation of its named executive officers once every three years, until the next required vote on the frequency of the advisory vote on executive compensation occurs, or until the Board determines that holding such vote with a different frequency is in the best interests of the Company.


4.

Ratification of the appointment of Haskell & White LLP, an independent registered public accounting firm, as the Company’s independent auditors for fiscal year 2013.  The proposal was approved by a vote of stockholders as follows:


Proposal

 

Vote Type

Voted

(4) Ratification of Appointment of Haskell & White LLP

 

 

 

 

 

For

151,657,407

 

 

Against

         74,749

 

 

Abstention

    4,127,395

 

 

 

 


5.

Approval of the amendment to the certificate of incorporation to increase the authorized number of shares of common stock from 300,000,000 shares to 600,000,000 shares.  The proposal was approved by a vote of stockholders as follows:


Proposal

 

Vote Type

Voted

(5) Approval of  amendment to the certificate of incorporation

 

 

 

 

 

For

137,916,875

 

 

Against

  17,007,445

 

 

Abstention

       935,221

 

 

 

 

 

 

 

 






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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.


COPYTELE, INC.

Date: October 16, 2013

By: /s/ Robert A. Berman

        Robert A. Berman

        President and

        Chief Executive Officer





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