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 25, 2015

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 25, 2015, SmartPros Ltd. (the “Company”) held its 2015 Annual Meeting of Stockholders. At that meeting, stockholders:


•	Re-elected one incumbent Class II director to serve until the annual meeting of stockholders in 2018 and until his successor is elected and qualified; and


•	Approved, on an advisory basis, the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent auditors for the 2015 fiscal year.

The specific votes were as follows:


1.	With respect to the election of the Class II director:



VOTES
NAME	FOR	WITHHELD	BROKER NON- VOTES
Jack Fingerhut	2,281,470	93,890	1,471,920

2. With respect to the advisory approval of Baker Tilly Virchow Krause, LLP:



VOTES
FOR	AGAINST	ABSTAIN
3,841,462	5,705	113

*******

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 26, 2015	By:	/s/ Allen S. Greene
			Allen S. Greene
			Chief Executive Officer

SmartPros Ltd. 8-K