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)
   
May 20, 2015

Safeguard Scientifics, Inc.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania
1-5620
23-1609753
(State or other jurisdiction of
(Commission file number)
(I.R.S. Employer ID No.)
incorporation or organization)
   
 
   
   
435 Devon Park Drive
   
   
Building 800
   
   
Wayne, PA
   
19087
(Address of principal executive offices)
   
(Zip Code)

Registrant's telephone number, including area code
   
610-293-0600
Not applicable
(Former name of 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):

¨    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.

The annual meeting of shareholders of Safeguard Scientifics, Inc. (the “Company”) was held on May 20, 2015. As of the Record Date of March 31, 2015, there were 20,708,306 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
Proposal I - Election of Directors
Shareholders approved the election of nine directors to serve as directors for a one-year term to expire at the 2016 Annual Meeting.  The voting results for this proposal are as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Andrew E. Lietz
15,223,657
513,690
3,220,561
Stephen T. Zarrilli
15,348,437
388,910
3,220,561
Mara G. Aspinall
15,389,676
347,671
3,220,561
Julie A. Dobson
15,185,216
552,131
3,220,561
Stephen Fisher
15,395,790
341,557
3,220,561
George MacKenzie
15,353,613
383,734
3,220,561
Jack L. Messman
15,270,496
466,851
3,220,561
John J. Roberts
14,219,384
1,517,963
3,220,561
Robert J. Rosenthal
14,247,986
1,489,361
3,220,561
Proposal II - Advisory Vote Concerning Executive Compensation of the Named Executive Officers
Shareholders approved, on an advisory basis, the Company’s compensation of its named executive officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Company’s 2015 Annual Meeting Proxy Statement. The voting results for this proposal are as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
15,120,910
517,279
99,158
3,220,561

Proposal III - Ratification of the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015
Shareholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its 2015 fiscal year.  The voting results for this proposal are as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
18,771,048
124,172
62,688
—




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.

 
Safeguard Scientifics, Inc.
 
 
 
Dated: May 21, 2015
By:
/s/ BRIAN J. SISKO
 
 
Brian J. Sisko
 
 
Chief Operating Officer, Executive Vice President and Managing Director



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