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): June 7, 2017

 

 

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

732-389-8950

(Registrant’s telephone number, including area code)

 

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):

 

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))

 

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

 

Emerging growth company o

 

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. o

 

 

 

Item 5.07              Submission of Matters to a Vote of Security Holders.

 

Wayside Technology Group, Inc. (the “Company”) held its annual meeting of stockholders on June 7, 2017. At such annual meeting, 4,504,953 shares of our common stock were represented either in person or by proxy, which is equal to 99.4% of our issued and outstanding common stock. At our annual meeting, the Company’s stockholders voted to (i) elect the five nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) have an advisory vote to approve executive compensation of the Company’s Named Executive Officers; and (iii) ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2017.

 

Proposal 1: Election of Directors — The number of votes for, withheld and abstained from voting and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:

 

Nominee		Votes For		Votes Withheld		Votes Abstained		Broker Non- Votes
Simon F. Nynens		3,066,212		109,414		—		1,329,327
F. Duffield Meyercord		2,903,943		271,683		—		1,329,327
Mike Faith		2,907,951		267,675		—		1,329,327
Steve DeWindt		2,907,951		267,675		—		1,329,327
Diana Kurty		2,907,363		268,263		—		1,329,327

 

Proposal 2: Advisory Vote to Approve Executive Compensation of the Company’s Named Executive Officers— The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
2,120,585		1,028,978		26,063		1,329,327

 

Proposal 3: Ratification of the Appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2016 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
4,313,532		43,034		148,387		—

 

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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.

 

	WAYSIDE TECHNOLOGY GROUP, INC.
Date: June 13, 2017	By:	/s/ Simon F. Nynens
	Name:	Simon F. Nynens
	Title:	Chief Executive Officer

 

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