8K Annual Meeting Q2


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 23, 2011

SMARTPROS LTD.
(Exact name of Registrant as specified in its charter)

Delaware
 
001-32300
 
13-4100476
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)


12 Skyline Drive
 
 
Hawthorne, New York
 
10532
(Address Of Principal Executive Office)
 
(Zip Code)

Registrant’s telephone number, including area code (914) 345-2620
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 5.07.      Submission of Matters to Vote of Security Holders.
On June 23, 2011, SmartPros Ltd. (the “Company”) held its 2011 Annual Meeting of Stockholders. At that meeting, stockholders:
•
Re-elected two incumbent Class I directors to serve until the annual meeting of stockholders in 2014 and until their successors are elected and qualified; and
•
Approved, on an advisory basis, the appointment of Holtz Rubenstein Reminick, LLP as the Company’s independent auditors for the 2011 fiscal year.
The specific votes were as follows:
1.
With respect to the election of Class III directors:
 
VOTES
                       NAME
FOR
WITHHELD
BROKER NON-
VOTES
Martin H. Lager
2,333,972
7,597
—
John J. Gorman
2,327,652
13,917
—

2.
With respect to the advisory approval of Holtz Rubenstein Reminick, LLP:


VOTES
FOR
AGAINST
ABSTAIN
3,805,081
4,592
4,057

* * * * *




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.
 
 
 
SmartPros Ltd.
 
Dated:  
June 27, 2011
 
By:   
     /s/ Allen S. Greene
 
 
 
 
 
Allen S. Greene,
 
 
 
 
Chief Executive Officer