COMTECH TELECOMMUNICATIONS CORP /DE/ — Regulatory Filings 2017

Dec 6, 2017

8-K 1 form8-kfy2017annualmeeting.htm CURRENT REPORT html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2017 Workiva Document

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

December 6, 2017 (December 5, 2017)	0-7928
Date of Report (Date of earliest event reported)	Commission File Number

(Exact name of registrant as specified in its charter)

Delaware	11-2139466
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
(631) 962-7000
(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:

[ ] 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.

(a) On December 5, 2017, Comtech Telecommunications Corp. (the "Company") held its Fiscal 2017 Annual Meeting of Stockholders (the “Meeting”).

(b) At the Meeting, the stockholders of the Company voted on the following proposals as set forth in the Company’s Proxy Statement for the Meeting, with the following results, which were consistent with the recommendations of the Company’s Board of Directors in each case:

Proposal No. 1.

All nominees for election to the Board of Directors of the Company listed in the Proxy Statement for the Meeting were elected as follows:

Nominee	For	Against	Abstain	Broker Non-Votes
Ira S. Kaplan	17,233,469 or 88.7%	2,135,521	67,095	—
Dr. Yacov A. Shamash	18,124,948 or 93.3%	1,243,106	68,031	—

Proposal No. 2.

The advisory vote on the compensation of Named Executive Officers of the Company was approved at the Meeting by the following votes:

For	Against	Abstain	Broker Non-Votes
18,145,446 or 93.4%	990,283	300,356	—

Proposal No. 3.

The proposal regarding the frequency (on an advisory basis) of Executive Compensation Advisory Votes was approved at the Meeting by the following votes:

1 year	2 years	3 years	Abstain
14,091,020 or 72.5%	29,528 or 0.2%	5,019,981 or 25.8%	295,556

Based on the results of the stockholders' votes, the Company's Board of Directors has determined to conduct an annual advisory vote on Executive Compensation.

Proposal No. 4.

The non-binding ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending July 31, 2018 was approved at the Meeting by the following votes:

For	Against	Abstain	Broker Non-Votes
19,421,046 or 99.9%	12,949	2,090	—

Proposal No. 5.

The approval of an Amendment to the Company's 2000 Stock Incentive Plan (the “2000 Plan”) to increase the number of shares of the Company's Common Stock available under the 2000 Plan was approved at the Meeting by the following votes:

For	Against	Abstain	Broker Non-Votes
17,385,939 or 89.5%	1,970,746	79,400	—

(c) Not applicable.

(d) Not applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 6, 2017
By:	/s/ Michael D. Porcelain
	Name:	Michael D. Porcelain
	Title:	Senior Vice President and
		Chief Financial Officer