bel8-k.htm
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 17, 2013
 
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)

New Jersey
  
0-11676
  
22-1463699
(State or Other Jurisdiction of Incorporation)
  
(Commission
File Number)
  
(IRS Employer Identification No.)


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):

[      ]   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 May 17, 2013, 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 12, 2013.
 
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 5, 2013 (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”), which beneficially owned 289,278 shares of Class A Common Stock on the record date, and GAMCO Investors, Inc. et. al. (“GAMCO”), which beneficially owned 686,300 shares of Class A Common Stock on the record date, were suspended and were not entitled to vote at the Annual Meeting. Accordingly, a total of 1,199,334 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.

The final voting results from the Annual Meeting are as follows:
 
Proposal 1: 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 Broker Non-Votes:
 

Name
  
For
  
Withheld
  
Broker Non-Votes
Daniel Bernstein
  
928,865
  
108,080
  
140,805
Peter Gilbert
  
955,965
  
80,980
  
140,805
John S. Johnson
  
955,965
  
80,980
  
140,805
 

Proposal 2: The ratification of the designation of Deloitte & Touche LLP to audit the Company’s books and accounts for 2013 was approved.  The number of votes For and Against with regard to this proposal, as well as the number of Abstentions and Broker Non-Votes, is as follows:
 
For
  
             Against
  
          Abstentions
    Broker Non-Votes
1,134,527
   10,126   32,847    0

 
Proposal 3: The advisory (non-binding) resolution approving the executive compensation of the Company’s named executive officers as described in the proxy statement was adopted.  The number of votes For and Against with regard to this proposal, as well as the number of Abstentions and Broker Non-Votes, is as follows:
 

                           For
  
             Against
  
         Abstentions
  
        Broker Non-Votes
1,007,325   27,920  
      1,700
    140,805

 
 
 

 
 
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.
 
 
Date: May 23, 2013
BEL FUSE INC.
 
(Registrant)
   
   
By:   
/s/ Daniel Bernstein
 
Daniel Bernstein
 
President and Chief Executive Officer