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 the earliest event reported) June 1, 2016

 

 

ULTRALIFE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-20852   16-1387013
(State of incorporation)  

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2000 Technology Parkway, Newark, New York   14513
(Address of principal executive offices)   (Zip Code)

(315) 332-7100

(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 communications pursuant to Rule 425 under the 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 (17 CFR 240.14d-2(b))

 

¨ 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.

On June 1, 2016, the Company held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on each of the matters described below.

1. The Company’s shareholders elected six Directors, all of whom constitute the Company’s entire Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (i) voted for the election of each Director, (ii) withheld authority to vote for each Director, and (iii) were broker non-votes, are set forth in the table below.

 

Director

   For      Withheld      Broker
Non-Votes 		 
        

Steven M. Anderson

     11,067,765         239,109         3,203,921   

Michael D. Popielec

     11,083,759         223,115         3,203,921   

Thomas L. Saeli

     11,085,965         220,909         3,203,921   

Robert W. Shaw II

     10,859,856         447,018         3,203,921   

Ranjit C. Singh

     11,084,055         222,819         3,203,921   

Bradford T. Whitmore

     10,967,216         339,658         3,203,921   

2. The Company’s shareholders ratified the selection of the Company’s independent registered accounting firm as Freed Maxick CPA’s P.C. for 2016. The number of shares that (i) voted for the ratification of the accounting firm, (ii) voted against the ratification, and (iii) abstained from the vote, are set forth in the table below.

 

For

  

Against

  

Abstain

     

14,225,371

   21,095    264,329

Item 8.01    Other Events.

Following the Annual Meeting, the newly elected Board of Directors met and took the actions described below.

Committee Assignment, Officer Positions and Board Compensation

The Board of Directors determined that the Committees of the Board of Directors be modified as follows: Robert W. Shaw II was named Chair of the Compensation and Management Committee and a member of the Corporate Development and Governance Committee and Ranjit C. Singh was named Chair of the Corporate Development and Governance Committee and a member of the Audit and Finance Committee. Previously, Mr. Shaw was Chair of the Corporate Development and Governance Committee and a member of the Audit and Finance Committee, and Mr. Singh was Chair of the Compensation and Management Committee and a member of the Corporate Development and Governance Committee. The Board also reaffirmed the Company’s Board Chair and Executive Officers. In addition, the Board of Directors determined that the amount of the Company’s compensation for each non-employee Director for July 1, 2016 through June 30, 2017 will be increased by $5,000 over the amounts for the period for July 1, 2015 through June 30, 2016.

Company’s Investor Presentation

Separately, management has posted a new investor presentation to the Investors section of the Company’s website, www.ultralifecorporation.com .

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.

 

Date: June 3, 2016

    ULTRALIFE CORPORATION
 

By:

 

/s/ Philip A. Fain

    Philip A. Fain
    Chief Financial Officer and Treasurer
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