UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2009
TRANS-LUX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2257 13-1394750
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
26 Pearl Street, Norwalk, CT 06850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 853-4321
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(Former name or former address, if changed since last report.)
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 8.01 Other Events
The Annual Meeting of Stockholders of Trans-Lux Corporation was
held on December 11, 2009 for the purpose of amending the Corporation's
Certificate of Incorporation, electing directors, amending the Non-Employee
Stock Option Plan and ratifying the retention of auditors as set forth below.
The recommendation to approve an amendment to the Corporation's
Certificate of Incorporation to provide for the automatic conversion of each
share of Class B Stock into 1.3 shares of Common Stock as provided in a
Settlement Agreement approved by the United States District Court for the
Southern District of New York was approved by the following vote:
For Against Abstain
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Common Shares 1,250,033 14,692 538,374
Class B Shares 2,604,440 0 0
Totals 3,854,473 14,692 538,374
All of the nominees for directors for a three-year term as
listed in the proxy statement were elected by the following vote:
For Not For
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Angela D. Toppi 4,231,966 175,573
Glenn J. Angiolillo 4,303,852 103,687
Salvatore J. Zizza 4,303,730 103,809
The nominee for a director for a two-year term as listed in the
proxy statement was elected by the following vote:
For Not For
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George W. Schiele 4,303,730 103,809
The following directors are continuing their terms as directors:
Jean Firstenberg - One Year Remaining
Gene Jankowski - One Year Remaining
Victor Liss - One Year Remaining
Howard S. Modlin - Two Years Remaining
Michael R. Mulcahy - Two Years Remaining
The recommendation to amend the 1989 Non-Employee Director Stock
Option to extend the Plan to 2019 was approved by the following vote:
For Against Abstain
--- ------- -------
Totals 3,841,491 33,479 532,569
The recommendation to ratify the retention of UHY LLP as the
independent auditors for the Corporation was approved by the following vote:
For Against Abstain
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Totals 4,168,156 50,782 188,601
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
3.01 Certificate of Amendment of Certificate of Incorporation
of Trans-Lux Corporation dated December 11, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized:
TRANS-LUX CORPORATION
by: /s/ Angela D. Toppi
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Angela D. Toppi
Executive Vice President
and Chief Financial Officer
by: /s/ Todd Dupee
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Todd Dupee
Vice President and Controller
Dated: December 16, 2009