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 5, 2010

 

MOD-PAC CORP.

(Exact name of registrant as specified in its charter)

 

NEW YORK

0-50063

16-0957153

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

 

 

 

1801 Elmwood Avenue Way, Buffalo, New York

14207

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (716) 873-0640

Not Applicable

(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 (see General Instruction A.2 below)

 

[  ] Written communication 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 5, 2010, MOD-PAC CORP. (the “Company”) held its 2010 Annual Meeting of Shareholders (“Annual Meeting”).  At the meeting, each of  Kevin T. Keane, Daniel G. Keane, Robert J. McKenna, William G. Gisel, Jr. and Howard Zemsky  were re-elected as directors of the Company for a one-year term.  In addition to the election of the directors identified above, the shareholders of the Company (i) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010 and (ii) voted down a shareholder proposal recommending the Company’s Board of Directors take action to convert all shares of the Company’s Class B Stock into shares of the Company’s Common Stock.  The Company has two classes of stock:  each outstanding share of Common Stock is entitled to one vote and each outstanding share of Class B Stock is entitled to ten votes.  The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:



 

For

Withheld

Abstentions

Broker Non-Votes

1. Election of Directors

       

Kevin T. Keane

6,125,329

340,863

 

- - -

Daniel G. Keane

6,134,184

332,008

 

- - -

Robert J. McKenna

6,208,037

258,155

 

- - -

William G. Gisel, Jr.

6,340,244

125,948

 

- - -

Howard Zemsky

6,339,405

126,787

 

- - -

 

For

Against

Abstentions

 

2. Ratification of Ernst & Young LLP as independent registered public accounting firm for 2010

7,377,781

92,372

155,847

- - -

         

3. Shareholder proposal recommending the Board of Directors take action to convert all shares of Class B Stock to shares of Common Stock

1,389,265

4,952,675

121,252

1,159,808





ii



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 thereunto duly authorized.


 

 

 

MOD-PAC CORP.

 

 

 

 

 

 

 

 

Date:

May 10, 2010

 

By:

/s/ Daniel G. Keane

 

 

 

 

Daniel G. Keane

 

 

 

 

President and Chief Executive Officer

 




iii


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