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 5, 2015

 

 

 

HARRIS & HARRIS GROUP, INC.

 

(Exact name of registrant as specified in its charter)

         
New York
(State or other jurisdiction of
incorporation)		   0-11576
(Commission File
Number)		   13-3119827
(IRS Employer
Identification No.)

 

 

 

1450 Broadway
New York, New York 10018

 

(Address of principal executive offices and zip code)

 

(212) 582-0900

 

(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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-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 5, 2015, Harris & Harris Group, Inc. (the “Company”) held its Annual Meeting of Shareholders to (1) elect six directors, (2) approve the selection of PricewaterhouseCoopers LLP as the independent registered public accountant, and (3) cast an advisory vote on executive compensation as described in the Compensation Discussion & Analysis and the accompanying tabular and narrative disclosure as included in the 2015 Proxy Statement. As of the record date, the Company had 31,280,843 shares of common stock outstanding (32,442,339 shares including restricted stock with voting rights).

 

Proposal 1. The election of eight directors to the Board of Directors:

 

Nominees   For   Withheld   Broker Non-Votes
W. Dillaway Ayres, Jr.   11,818,508   847,730   13,527,194
Dr. Phillip A. Bauman   11,795,686   870,552   13,527,194
Stacy R. Brandon   11,802,656   863,582   13,527,194
Douglas W. Jamison   11,794,430   871,808   13,527,194
Charles E. Ramsey   11,761,423   904,815   13,527,194
Richard P. Shanley   11,817,422   848,816   13,527,194

 

Pursuant to the foregoing votes, the six nominees listed above were elected to serve on the Company's Board of Directors. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner or other persons entitled to vote.

 

Proposal 2. To ratify, confirm and approve the Audit Committee’s selection of PricewaterhouseCoopers LLP as the independent registered public accountant for the fiscal year ending December 31, 2015:

 

For Against Abstain Broker Non-Vote
25,405,896 397,671 389,865 0

 

Proposal 3. To approve, on an advisory basis, the Company’s executive compensation:

 

For Against Abstain Broker Non-Vote
11,226,592 1,103,277 336,369 13,527,194

 

 
 

  

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 5, 2015 HARRIS & HARRIS GROUP, INC.
     
     
     
  By: /s/ Douglas W. Jamison
    Douglas W. Jamison
    Chief Executive Officer