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): December 21, 2011
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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0-26277
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98-0204758
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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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One East Uwchlan Avenue, Suite 301, Exton, PA 19341
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (610) 903-0400
Copy of correspondence to:
Marc J. Ross, Esq.
Thomas A. Rose, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 December 21, 2011, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved two proposals. The proposals are described in detail in its proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, on November 18, 2011.
Proposal 1
The Company’s stockholders elected five individuals to the Board of Directors as set forth below:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Andrew Hidalgo
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2,390,990
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637,774
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2,981,490
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Michael Doyle
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2,528,748
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500,016
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2,981,490
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Norm Dumbroff
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2,530,188
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498,576
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2,981,490
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Neil Hebenton
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2,115,223
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913,541
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2,981,490
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William Whitehead
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2,530,188
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498,576
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2,981,490
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Proposal 2
The Company’s stockholders ratified the appointment of J.H. Cohn LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2012, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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5,646,550
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320,336
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43,368
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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WPCS INTERNATIONAL INCORPORATED |
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Date: January 10, 2012
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By:
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/s/ JOSEPH HEATER |
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Joseph Heater |
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Chief Financial Officer |
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