form8k111711.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 Act of 1934

Date of Report (Date of earliest event reported):  November 17, 2011
 
 
 LSI INDUSTRIES INC.
 (Exact name of Registrant as specified in its Charter)
 
 
 
Ohio
  
0-13375
  
31-0888951
  
 
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
 
  
(IRS Employer Identification No.)
 
 
10000 Alliance Road, Cincinnati, Ohio
  
45242
      
(Address of Principal Executive Offices)
  
(Zip Code)
      
 
 
 Registrant’s telephone number, including area code   (513) 793-3200
 
 
 
(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))


 
 
 

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

 
The Annual Meeting of Shareholders of LSI Industries Inc. was held on November 17, 2011 at which the following matters were submitted to a vote of shareholders:
 
(a)           Votes regarding the election of six directors:
 
Name
For
Withheld
Broker Non-Votes
       
   Gary P. Kreider
11,799,722
7,631,922
3,790,283
   Dennis B. Meyer
18,413,306
1,018,338
3,790,283
   Wilfred T. O’Gara
14,911,737
4,519,907
3,790,283
   Robert J. Ready
14,456,257
4,975,387
3,790,283
   Mark A. Serrianne
18,418,214
1,013,430
3,790,283
   James P. Sferra
14,472,142
4,959,502
3,790,283

 
(b)           Votes regarding the ratification of the Audit Committee’s appointment of Grant Thornton LLP as LSI’s Independent Registered Public Accounting Firm for fiscal 2012.
 
     
For
Against
Abstain
23,021,062
154,868
45,997

(c)           Advisory votes on the Company’s executive compensation as described in the Company’s Proxy Statement:
 
For
Against
Abstain
Broker Non-Votes
       
18,867,615
415,965
148,064
3,790,283
       

 
(d)           Advisory votes on the frequency of future advisory votes on compensation to be held every:
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
         
17,803,146
233,885
1,279,292
115,321
3,790,283

 
In light of the voting results with respect to the frequency of shareholder votes on executive compensation, the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on the compensation of named executive officers.  The Company is required to hold an advisory vote on frequency at minimum every six years.
 

 
 
 

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.
 
  LSI INDUSTRIES INC.  
       
 
By:
/s/ Ronald S. Stowell  
   
Ronald S. Stowell
  
   
Vice President, Chief Financial Officer and Treasurer
(Principal Accounting Officer)
  
       
 
   


November 17, 2011