c61920_8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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 17, 2010

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 17, 2010, SmartPros Ltd. (the “Company”) held its 2010 Annual Meeting of Stockholders. At that meeting, stockholders:

           The specific votes were as follows:

1.     

With respect to the election of Class III directors:

 
  VOTES
      BROKER NON-
                       NAME FOR WITHHELD VOTES
       
   Allen S. Greene 2,437,802 65,450 1,470,276
       
   Leonard J. Stanley 2,456,852 46,400 1,470,276

2.     

With respect to the advisory approval of Holtz Rubenstein Reminick, LLP:

 
VOTES
FOR AGAINST ABSTAIN
3,952,921 18,207 2,400

* * * * *

 

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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 17, 2010   By:         /s/ Allen S. Greene  
        Allen S. Greene,
        Chief Executive Officer


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