UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 23, 2012
P & F INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-5332 | 22-1657413 |
| (State or Other Jurisdiction | (Commission File No.) | (IRS Employer |
| of Incorporation) | Identification Number) |
445 Broadhollow Road, Suite 100, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 694-9800
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| o | 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 a Vote of Security Holders
On May 23, 2012, P&F Industries, Inc. (the “Registrant”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders (i) elected three (3) directors to terms that expire at the 2015 annual meeting of stockholders, (ii) ratified the appointment of J.H. Cohn LLP as the Registrant’s independent registered public accounting firm for the year 2012 and (iii) approved the Registrant’s 2012 Stock Incentive Plan. Set forth below are the final voting results for each of the proposals:
| 1. | Election of directors: |
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Howard Brod Brownstein | 2,742,849 | 48,038 | 626,093 |
| Jeffrey D. Franklin | 2,045,262 | 745,625 | 626,093 |
| Richard P. Randall | 2,747,522 | 43,365 | 626,093 |
| 2. | Proposal to ratify the appointment of J.H. Cohn LLP as the Registrant’s independent registered public accounting firm for the year 2012: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 3,360,495 | 52,786 | 3,699 | Not applicable |
| 3. | Proposal to approve the Registrant’s 2012 Stock Incentive Plan |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 2,212,907 | 565,110 | 12,870 | 626,093 |
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.
| P & F INDUSTRIES, INC. | ||
| Date: May 29, 2012 | ||
| By: | /s/ Joseph A. Molino, Jr. | |
| Joseph A. Molino, Jr. | ||
| Vice President, | ||
| Chief Operating Officer and | ||
| Chief Financial Officer | ||