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): 06/12/2012

INFORMATION ANALYSIS INCORPORATED

(Exact name of registrant as specified in its charter)

Commission File Number: 000-22405

VA

54-1167364

(State or other jurisdiction of

(IRS Employer

incorporation)

Identification No.)

11240 Waples Mill Rd, Ste 201, Fairfax, VA 22030

(Address of principal executive offices, including zip code)

703-383-3000

(Registrant's telephone number, including area code)

(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))

 

 

 

 

 

 

 

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.
  1. Information Analysis Incorporated (the "Company") held its annual meeting of stockholders on June 12, 2012.
  2. Charles A. May, Jr., Sandor Rosenberg, Bonnie K. Wachtel, and James D. Wester were reelected as directors at the annual meeting, to hold office until the 2013 annual mmeeting of stockholders and until their respective successors are duly elected and qualified.

 

The following votes were taken in connection with the election of directors at the annual meeting:

Director Nominees

Votes For

Votes Withheld

Charles A. May, Jr.

5,898,493

467,437

Sandor Rosenberg

6,246,330

119,600

Bonnie K. Wachtel

6,065,330

300,600

James D. Wester

5,898,493

467,437

 

The proposal to ratify the Audit Committee's appointment of Reznick Group, PC as the Company's independent registered public accountants for the 2012 fiscal year was approved. The following votes were taken in connection with the proposal:

Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

Ratification of the Audit Committee's appointment of Reznick Group, PC as independent registered public accountants for the 2011 fiscal year

9,350,289

738,579

-

-

 

The proposal to approve an amendment to the 2006 Stock Incentive Plan to increase the number of shares of common stock that may be issued pursuant to the plan by 1,000,000 shares was approved. The following votes were taken in connection with the proposal:

Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

Amendment to the 2006 Stock incentive Plan to increase the number of shares of common stock that may be issued pursuant to the plan bby 1,000,000 shares

5,773,342

497,625

94,963

-

 

 

 

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.

 

 

 

 

INFORMATION ANALYSIS INCORPORATED

Date: June 18, 2012

By:

/s/ Matthew T. Sands

 

 

Matthew T. Sands

 

 

Controller