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VIRCO MFG CORPORATION FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 24, 2014



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

The 2014 Annual Meeting of Stockholders of Virco Mfg. Corporation (the "Company") was held on June 24, 2014. There were 14,718,414 shares of common stock entitled to be voted, and 0 shares present in person or by proxy, at the Annual Meeting. Six items of business were acted upon by the Company's stockholders at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below:

1. The proposed amendment to the Certificate of Incorporation ("Charter") to provide for the annual election of directors failed to receive the vote of 75% of the outstanding shares required to amend the Charter. The number of votes cast for, against, withheld and broker non-votes are set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 9,866,692 84,688 12,883 2,420,417

2. The proposed amendment to the Charter to eliminate cumulative voting failed to receive the vote of 75% of the outstanding shares required to amend the Charter. The number of votes cast for, against, withheld and broker non-votes are set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 7,939,734 2,018,054 59,875 2,367,017

3. Stockholders elected Robert Lind, the Company's nominee for Class I director, for a term expiring on the date of the 2017 Annual Meeting of Stockholders with the number of votes cast for and withheld and broker non-votes set forth below:

Votes For Votes Withheld Broker Non-Votes



Robert Lind 9,821,618 142,645 2,420,417

4. The advisory vote on executive compensation was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 8,987,782 919,788 56,693 2,420,417

5. Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2014 by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 12,370,271 8,020 6,389 ---

6. Approval of an amendment to the Virco Mfg. Corporation 2011 Stock Incentive Plan was approved by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 7,611,427 2,242,734 110,102 2,420,417

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Source: Edgar Glimpses


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