Unassociated 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
Date of
report (Date of earliest event reported): May 18, 2010
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
New Jersey
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0-11676
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22-1463699
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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206 Van Vorst Street, Jersey
City, New
Jersey
07302
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code (201) 432-0463
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07
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Submission
of Matters to a Vote of Security
Holders.
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On May
18, 2010, Bel Fuse Inc. (the “Company”) held its Annual Meeting of Shareholders,
for which the Board of Directors solicited proxies. At the Annual Meeting, the
shareholders voted on the following proposals, as described in the Company’s
definitive proxy materials filed with the SEC on April 16, 2010.
As
indicated in the Company’s proxy statement, holders of record of the Company’s
Class A Common Stock at the close of business on April 9, 2010 (the record date
fixed by the Board of Directors) were entitled to receive notice of, and to vote
at, the Annual Meeting. At the close of business on the record date,
there were 2,174,912 shares of Class A Common Stock
outstanding. However, as a result of protective provisions in the
Company’s Certificate of Incorporation described in the proxy statement, the
voting rights of two shareholders of the Company, FMR LLC (“FMR”) and GAMCO
Investors, Inc. et. al. (“GAMCO”), were suspended and all of the shares of Class
A Common Stock beneficially owned by such shareholders were not included by the
Company in determining the number of shares entitled to vote at the Annual
Meeting. According to filings made by each of FMR and GAMCO with the Securities
and Exchange Commission, such shareholders beneficially owned in the aggregate
832,393 shares of Class A Common Stock on the record date. Accordingly, a total
of 1,342,519 shares of Class A Common Stock were entitled to vote at the Annual
Meeting, each of which was entitled to one vote on all matters to come before
the meeting. However, based on the voting results described below, it
appears that FMR and GAMCO voted their shares, although the Company is not able
to verify which votes were cast by these two entities.
A total
of 2,110,639 shares were represented in person or by proxy at the Company’s
Annual Meeting. The proposals voted on and approved by the
shareholders at the Annual Meeting were as follows:
Proposal
One: The election of three persons, named in the proxy statement, to serve as
directors for three year terms. The following is a list of the
directors elected at the Annual Meeting with the number of votes For and
Withheld, as well as the number of Abstentions and Broker
Non-Votes:
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For
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Withheld
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Abstentions/Broker Non-Votes
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Daniel
Bernstein
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1,824,051
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68,792
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217,796
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Peter
Gilbert
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1,825,426
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67,417
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217,796
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John
S. Johnson
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1,825,276
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67,567
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217,796
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Proposal
Two: The ratification of the designation of Deloitte & Touche LLP
to audit the Company’s books and accounts for 2010. This proposal was
approved by the following votes:
For: 2,082,057;
Against: 28,406; Abstentions: 176 and Broker
Non-Votes: 0.
SIGNATURE
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.
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BEL
FUSE INC. |
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Dated: May
20, 2010
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By:
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/s/ Colin
Dunn |
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Name: Colin
Dunn |
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Title:
Vice President of Finance |
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