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
(Registrants 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:
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Proposal |
| Vote Type | Voted |
(1) Election of Directors |
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Bruce F. Johnson |
| For | 68,109,075 |
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| Withheld | 375,551 |
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| Broker Non-Votes | 87,374,925 |
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Henry P. Herms |
| For | 66,474,970 |
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| Withheld | 2,009,656 |
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| Broker Non-Votes | 87,374,925 |
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Kent B. Williams |
| For | 68,109,075 |
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| Withheld | 375,551 |
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| Broker Non-Votes | 87,374,925 |
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Lewis H. Titterton Jr. |
| For | 68,069,075 |
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| Withheld | 415,551 |
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| Broker Non-Votes | 87,374,925 |
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Robert A. Berman |
| For | 67,528,592 |
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| Withheld | 956,034 |
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| Broker Non-Votes | 87,374,925 |
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Dr. Amit Kumar |
| For | 67,488,173 |
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| Withheld | 996,453 |
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| Broker Non-Votes | 87,374,925 |
2.
To approve, on a non-binding advisory basis, the compensation of the Companys 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 |
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| For | 65,954,083 |
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| Against | 774,314 |
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| Abstention | 1,756,229 |
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| 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 Companys 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 |
|
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of the Vote on Executive Compensation |
| 1 Year | 16,768,616 |
|
| 2 Years | 3,987,567 |
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| 3 Years | 47,310,371 |
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| 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 Companys 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 |
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| For | 151,657,407 |
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| Against | 74,749 |
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| Abstention | 4,127,395 |
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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 |
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| For | 137,916,875 |
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| Against | 17,007,445 |
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| 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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