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~~March 134, 2014

__________

SED INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Georgia	~~001-35094~~	22001-~~2715444~~35094	22-2715444
(State or Other Jurisdiction	~~(Commission~~	(~~IRS Employer~~Commission	(IRS Employer
of Incorporation)	~~File Number)~~	~~Identification~~File ~~No.~~Number)	Identification No.)
3505 Newpoint Place, Suite 450
Lawrenceville, Georgia			30043
(Address of Principal Executive Offices)			(Zip Code)

3505 Newpoint Place, Suite 450
Lawrenceville, Georgia	30043
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (770) 243-1200

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:

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 134, 2014, the Board of Directors of SED International Holdings, Inc. (the “Company”) ~~appointed~~adopted ~~Charles~~a 2014 Equity Incentive Plan (the “~~Chuck~~Plan”), ~~Campagna~~which asprovides ~~Chief~~for ~~Restructuring~~the grant ~~Officer~~to officers, employees, consultants and directors of the Company a variety of equity-based compensation awards, ~~effective~~including stock ~~immediately~~options, stock appreciation rights, restricted shares, restricted share units and other equity-based awards. The purpose of the Plan is to attract and retain qualified individuals to serve as officers, employees, consultants and directors of the Company and to provide such persons with incentives and rewards for superior performance.

The Plan provides that the maximum number of shares of the Company’s common ~~transitioned~~stock that may be issued under the Plan pursuant to aequity-based ~~new~~awards ~~Chief~~is ~~Restructuring~~400,000. ~~Officer~~The Plan provides that it is to be administered by the Company’s Board of Directors. The Board may at any time amend or terminate the Plan in anwhole ~~effort~~or toin ~~reduce~~part, ~~costs~~provided that ~~and~~no ~~increase~~amendment ~~its~~or ~~focus~~termination onof ~~obtaining~~the ~~new~~Plan ~~financing~~may ~~for~~materially adversely affect any award previously made under the ~~Company~~Plan. The term of the Plan is ten years.

~~Mr.~~On ~~Campagna~~March ~~served~~4, ~~as President and Chief Operating Officer of Waste Integrated Service Consultants~~2014, athe ~~privately-held~~Board ~~waste~~also ~~management~~made ~~services~~initial ~~and~~grants ~~consulting~~of ~~company, from 2009 to 2012,~~stock ~~where~~options hepursuant ~~led day-~~to~~-day~~ ~~operations and oversaw strategic direction of~~ the ~~company,~~Plan ~~process~~relating ~~improvements and restructurings. From 2006~~ to ~~2009,~~an ~~Mr.~~aggregate ~~Campagna was President~~ of ~~Pencamp Investments~~280,000 anshares ~~investment~~of ~~company~~common ~~investing~~stock ~~in small to medium-size private companies, where he oversaw all aspects~~ of ~~operations~~the ~~and financings~~Company. ~~Mr.~~These ~~Campagna~~awards ~~was~~were ~~President~~made to officers of ~~One~~the ~~Vision Utility Services~~Company, ~~LLC,~~ aother ~~company~~than ~~serving~~the ~~customers~~Chief inExecutive ~~damage prevention industry~~Officer, ~~from 2005 to 2006,~~ and ~~served~~provide ~~Waste~~for ~~Management,~~vesting ~~Inc.,~~periods ~~an environmental services company, in roles~~ of ~~increasing~~three ~~responsibility from 1990~~ to ~~2005,~~four ~~including~~years asand an ~~Vice~~exercise ~~President~~price of ~~Waste Management Inc~~$0. of83 ~~Florida~~per ~~from~~share, ~~2001~~which tois ~~2005.~~based Heon ~~has~~the ~~audit~~average ~~experience~~closing ~~and~~sale ~~experience~~price inof ~~developing~~the ~~internal~~Company’s ~~control~~common ~~procedures~~stock ~~while~~quoted on atthe ~~Deloitte, LLP~~OTC ~~earlier~~Markets inbetween ~~his~~January ~~career~~16, 2014 and ~~holds~~March a3, ~~Bachelor’s degree in accounting from Clarion State University~~2014.

~~Mr.~~The ~~Campagna~~Board ~~will~~has ~~serve~~not ~~pursuant~~granted, ~~to a consulting agreement by~~ and ~~between~~currently ~~the~~does ~~Company~~not ~~and~~intend ~~SDS Investments, LLC, providing for a base monthly retainer of $15,000, which could be increased up~~ to ~~$30~~ grant,~~000~~ ~~upon~~any ~~achievement~~equity-based ofawards ~~certain~~under ~~objectives set forth in~~ the ~~consulting~~Plan ~~agreement.~~to ~~The~~any ~~retainer~~directors ~~covers services~~ of ~~both Mr. Campagna and another consultant to~~ the Company.

~~Mr.~~The ~~Campagna~~Board ~~was~~also ~~not~~determined ~~selected~~that asalthough anit ~~officer~~does ~~pursuant~~not currently intend to ~~any arrangement~~amend or ~~understanding~~terminate ~~with~~ any ~~other person, and he has no reportable transactions under Item 404(a) of Regulation S~~equity-~~K. The~~based ~~Company~~compensation ~~has~~plans ~~entered~~adopted ~~into~~by ~~an indemnification agreement with Mr. Campagna on~~ the ~~same~~Company’s ~~form~~board ~~as with other officers~~ of ~~the~~directors ~~Company, providing~~prior ~~for indemnification~~ to ~~the~~October 17, ~~fullest~~2013, ~~extent~~it ~~permitted~~does bynot ~~law.~~intend ~~A form of the officer indemnification agreement has been filed as an exhibit~~ to ~~the~~utilize ~~Company’s~~any ~~Form~~such ~~8-K~~plans ~~filed~~going ~~on October 28, 2013~~forward.

A copy of the Plan is filed as Exhibit 10.1 to this Report and is hereby incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

10.1

SED International Holdings, Inc. 2014 Equity Incentive Plan

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.

	SED International Holdings, Inc.

	By:	/s/ Hesham M. Gad
		Hesham M. Gad
		Chief Executive Officer

Date: ~~February~~ 18March 10, 2014

Filing Compare · SED INTERNATIONAL HOLDINGS INC