Current Report Filing (8-k)

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 5, 2017

STR Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-34529

27-1023344

(State or Other Jurisdiction of

(Commission File Number)

(IRS Employer

Incorporation or Organization)

Identification No.)

10 Water Street

Enfield, Connecticut

06082

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: ( 860) 272-4235

(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 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On December 5, 2017 STR Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders approved each of the four proposals detailed in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 25, 2017.

The proposals voted on by the stockholders at the Annual Meeting were as follows:

1. The Company’s stockholders elected seven individuals to the Board of Directors to serve one-year terms or until their successors are duly qualified and elected or until their earlier death, resignation or removal, as set forth below:

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Robert S. Yorgensen		11,979,143		220,227		5,514,815
Lenian (Charles) Zha		11,978,090		221,280		5,514,815
HuiYing (Julia) Ju		11,978,073		221,297		5,514,815
John A. Janitz		11,981,242		218,128		5,514,815
Andrew M. Leitch		11,981,242		216,128		5,514,815
Xin (Cindy) Lin		11,976,073		223,297		5,514,815
Ping (Daniel) Yu		11,981,756		217,614		5,514,815

2. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	11,821,631				342,973				34,766				5,514,815

3. The Company’s stockholders approved, on a non-binding, advisory basis, a frequency of an advisory vote on the compensation of the Company’s named executive officers of every THREE YEARS.

One Year				Two Years				Three Years				Abstentions				Broker Non-Votes
	2,003,750				2,903				10,113,849				78,868				5,514,815

In light of these voting results and other factors considered by the Board of Directors, the Board of Directors has determined that the Company will include a stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every three years until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

4. The Company’s stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, as set forth below:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	17,014,571				469,464				230,150				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.