qbak20140630b_8k.htm

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): June 27, 2014

______________________________________

 

QUALSTAR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

______________________________________

 

California

(State or other Jurisdiction of

Incorporation or Organization)

000-30083

(Commission File Number)

95-3927330

(I.R.S. Employer Identification No.)

 

3990-B Heritage Oak Court

Simi Valley, CA 93063

 

(Address of principal executive offices) (Zip Code)

 

(805) 583-7744

(Registrant’s telephone number, including area code)

 

 

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 communication pursuant to Rule 425 under 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 CFR 240.14d-2(b)

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c)

 

 
 
 

 

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

 

At the Annual Meeting of Shareholders held on June 27, 2014 (the “2014 Annual Meeting”), the shareholders of Qualstar Corporation (“Qualstar” or the “Company”) voted on the following matters, which are described in detail in Qualstar’s definitive amended proxy statement filed with the U.S. Securities and Exchange Commission on June 12, 2014: (i) to elect five members of the Qualstar Board of Directors (the “Board”), each to serve a one-year term until the 2015 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified (“Proposal 1”); (ii) to approve, by advisory vote, the compensation paid to the Company’s named executive officers for the fiscal year ended June 30, 2013 (“Proposal 2”); and (iii) to approve the appointment of SingerLewak LLP as the independent registered public accounting firm to audit Qualstar’s financial statements for the fiscal year ending June 30, 2014 (“Proposal 3”).

 

At the 2014 Annual Meeting, the holders of 9,025,983 common shares of Qualstar (or approximately 74% of the issued and outstanding shares) were represented in person or by proxy constituting a quorum.

 

The Qualstar Board had nominated Steven N. Bronson, David J. Wolenski, Sean M. Leder, Dale E. Wallis and Nick Yarymovych for election as directors.

 

On June 27, 2014, the independent inspector of elections for the 2014 Annual Meeting, Computer Stock Transfer, Inc., delivered its certified results, which reported that shareholders had voted to (i) elect the Board’s five nominees to the Qualstar Board; (ii) approve, by advisory vote, the compensation paid to the Company’s named executive officers for the fiscal year ended June 30, 2013; and (iii) approve the appointment of SingerLewak LLP as the independent registered public accounting firm to audit Qualstar’s financial statements for the fiscal year ending June 30, 2014.     

 

The results for Proposal 1 were as follows:

 

Nominees

For

Withhold

Steven N. Bronson

6,890,162

168,106

David J. Wolenski

6,893,662

164,606

Sean M. Leder

6,893,662

164,606

Dale E. Wallis 

6,893,662

164,606

Nick Yarymovych

6,894,162

164,106

 

 
 
 

 

The results for Proposal 2 were as follows:

 

 For

Against

Abstentions

     

3,885,545

 2,923,935

248,788

 

 

The results for Proposal 3 were as follows:

 

 For

Against

Abstentions

     

8,881,228

 10,092

134,663

 

 

Brokers did not have discretionary voting authority at the 2014 Annual Meeting on Proposals 1 or 2 and, as a result, there were 1,967,715 broker non-votes on each of Proposals 1 and 2.

 

Item 8.01 Other Events.

 

At a Board meeting held on June 27, 2014, immediately following the 2014 Annual Meeting, the Board appointed David J. Wolenski, an independent director, to serve as the Chairman of the Board.

 

On June 30, 2014, Qualstar issued a press release announcing the results of its 2014 Annual Meeting held on June 27, 2014, and the appointment of an independent director as Chairman of the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)      Exhibits.

 

Exhibit No.

Description

99.1

Press release issued by Qualstar Corporation on June 30, 2014 announcing the results of its 2014 Annual Meeting held on June 27, 2014, and the appointment of an independent director as Chairman of the Board.

 

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.

 

 

 

QUALSTAR CORPORATION

 

 

 

 

 

 

 

  

 

Dated: June 30, 2014          

By:

      /s/ Steven N. Bronson

 

 

 

 Name: Steven N. Bronson

 

 

 

 Title: Chief Executive Officer and President