8-K 1 MFC-8K-2019-05.htm

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) ~~February~~May 62, 2019 -----------~~----- Microwave Filter Company, Inc. (Exact Name of Registrant as Specified in Charter)~~

New York	0-10976	16-0928443
-------------------------	--------------------	-------------------
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Microwave Filter Company, Inc.
(Exact Name of Registrant as Specified in Charter)

6743 Kinne Street, East Syracuse, New York	13057
------------------------------------------------	--------
(Address of Principal Executive Offices)	(Zip Code)

New York 0-10976 16-0928443
------------------------- ----------------------- -------------------
(State or Other Jurisdiction(Commission File Number) (IRS Employer
of Incorporation) Identification No.)

6743 Kinne Street, East Syracuse, New York 13057
------------------------------------------------ --------
(Address of Principal Executive Offices) (Zip Code)

(315) 438-4700
--------------
Registrant's telephone number, including area code

not ~~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 ~~thefollowing~~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~~Written ~~mark~~communications ~~whether~~pursuant ~~the~~to ~~registrant is an emerging growth company as defined in~~ Rule ~~405~~425 ofunder the Securities Act (17 ~~of 1933~~CFR (§230.~~405 of this chapter~~425) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. [ ]

~~PAGE~~[ 1] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~[ ~~5.07~~] ~~SUBMISSION~~Pre-commencement OFcommunications ~~MATTERS~~pursuant TOto ARule ~~VOTE~~14d-2(b) OFunder ~~SECURITY~~the Exchange ~~HOLDERS~~Act (17 CFR 240.14d-2(b))

[ ~~Microwave~~] ~~Filter~~Pre-commencement ~~Company,~~communications ~~Inc.~~pursuant ~~held its Annual Meeting of Shareholders on February 6, 2019. As of December 6, 2018, the record date for the meeting, there were 2,579,680 shares of common stock entitled~~ to ~~vote~~Rule ~~at the~~13e-4(c) ~~meeting.~~under ~~There were 2,373,363 shares of common stock present in person or by proxy, which represented 92% of~~ the ~~shares~~Exchange ~~entitled~~Act to(17 ~~vote, and~~CFR ~~which constituted a quorum for the transaction of business~~240. ~~The following proposals were submitted to a vote of shareholders :~~ 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 (1§230.405 of this chapter) ~~Proposal~~or ~~No.~~Rule 112b-2 of the Securities Exchange Act of 1934 (§240.12b- ~~Election~~2 of ~~Directors~~this chapter). Emerging growth company [ ]

If Anan ~~election~~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 ~~directors~~the ~~was~~Exchange ~~held~~Act. ~~and~~[ ] Section 8 – Other Events Item 8.01 Other Events. On May 2, 2019, the ~~shares~~Board ~~present~~of ~~were~~Directors ~~voted~~of Microwave Filter Company, Inc. ("MFCO" or the "Company") unanimously approved the filing of Form 15 which is a voluntary filing with the Securities and Exchange Commission, also known as ~~follows:~~the Certification and Notice of Termination of Registration.

DIRECTORS	FOR	AGAINST	BROKER NON VOTES
Robert R. Andrews	617,248	76,854	1,679,261
Sidney K. Chong	613,907	80,195	1,679,261
Paul W. Mears	614,073	80,029	1,679,261

The Company's Board of Directors considered the costs associated with the
preparation and filing of reports, management time spent on the documents
and the costs of outside legal and accounting resources.

~~(2)~~The ~~Proposal~~Company's ~~No.~~securities 2are ~~- Ratification~~currently ofquoted ~~Appointment~~on ofthe ~~Independent Registered~~OTC ~~Public~~market ~~Accountants~~place (www.otcmarkets.com) under the symbol "mfco."

The ~~shareholders voted to ratify the appointment of Dannible & McKee, LLP as the~~ Company's ~~independent~~will ~~registered~~continue ~~public~~to ~~accountants~~put ~~for~~their ~~the~~financial ~~fiscal~~statements ~~year ending~~on ~~September~~itswebsite ~~30, 2019, as set forth below:~~ (www.microwavefilter.com).

	FOR	AGAINST	ABSTAIN
	2,317,699	55,264	400

(3) Proposal No 3 - To hold an advisory vote on executive compensation

The shareholders voted to approve executive compensation, as set forth below:

	FOR	AGAINST	ABSTAIN	BROKER NON VOTES
	606,103	87,328	671	1,679,261

(4) Proposal No 4 - To hold an advisory vote on the frequency of the of the advisory vote on executive compensation

The shareholders voted for 3 years, as set forth below:

	3 YEARS	2 YEARS	1 YEARS	ABSTAIN	BROKER NON VOTES
	496,777	1,206	181,233	14,886	1,679,261

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.

	Microwave Filter Company, Inc.
	--------------------------------
	(Registrant)
Dated: February 6, 2019	By: /s/ Paul W. Mears
	--------------------------------
	Paul W. Mears
	Chief Executive Officer

Microwave Filter Company, Inc.
--------------------------------
(Registrant)

~~PAGE~~Dated: May 2, 2019 By: /s/ Paul W. Mears -------------------------------- Paul W. Mears Chief Executive Officer

Filing Compare · MICROWAVE FILTER CO INC /NY/