mag8-K_20111109


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  November 9, 2011
 
 
MAGNETEK, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
1-10233
 
95-3917584
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
N49 W13650 Campbell Drive
 
 
Menomonee Falls, WI
 
53051
(Address of Principal Executive Offices)
 
(Zip Code)
 
(262) 783-3500
(Registrant's telephone number, including area code)
 
N/A
(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))








 






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

On November 9, 2011, Magnetek, Inc. (“Magnetek” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) in Menomonee Falls, Wisconsin. At the Annual Meeting, the Company's stockholders elected six individuals to the Board of Directors and approved proposals 2,3,4,5 and 6. As to the matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

PROPOSAL 1. Election of Directors.

Name
Votes For
Votes Withheld
Broker Non-Votes
David A. Bloss, Sr.
19,986,370
2,131,907

5,429,907
Yon Y. Jorden
21,849,944
268,333

5,459,907
Alan B. Levine
21,950,931
167,346

5,459,907
Peter M. McCormick
21,953,639
164,638

5,459,907
Mitchell I. Quain
21,708,640
409,637

5,459,907
David P. Reiland
20,088,525
2,029,752

5,459,907

PROPOSAL 2. The Company's stockholders ratification of the appointment of ERNST & YOUNG LLP as the Company's independent registered public accounting firm for the six-month Transition Period ending January 1, 2012.
Votes For
Votes Against
Abstentions
27,404,691
122,869
20,624

PROPOSAL 3. Approval to amend Magnetek's Restated Certificate of Incorporation to effect a reverse stock split with the final decision to proceed determined by the Board of Directors not later than December 31, 2012.
Votes For
Votes Against
Abstentions
20,832,519
3,913,831
2,801,834


PROPOSAL 4. Approval of First Amendment to Second Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc.

Votes For
Votes Against
Abstentions
Broker Non-Votes
16,474,083
5,429,900
214,294
5,429,907

PROPOSAL 5. Approval of Director Compensation and Deferral Investment Plan.

Votes For
Votes Against
Abstentions
Broker Non-Votes
16,812,887
5,112,309
193,081
5,429,907

PROPOSAL 6. Approval by non-binding vote on executive compensation.

Votes For
Votes Against
Abstentions
Broker Non-Votes
17,036,233
2,369,029
2,713,015
5,429,907


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PROPOSAL 7. Recommendation by non-binding vote on the frequency of future votes on executive compensation.

1 year
2 years
3 years
Abstentions
Broker Non-Votes
17,594,069
301,850
1,512,195
2,709,463
5,430,607

In light of these results, the Company's Board of Directors has determined to hold the non-binding vote on executive compensation annually until the next stockholder vote on the frequency of such advisory vote.



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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 hereunto duly authorized.
Dated: November 10, 2011

 
MAGNETEK, INC.
 
 
 
 
 
/s/ Marty J. Schwenner
 
By:
Marty J. Schwenner
 
 
Vice President and Chief Financial Officer


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