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DIGITAL POWER CORPORATION (NASDAQ:DPW) Files An 8-K Entry into a Material Definitive Agreement

DIGITAL POWER CORPORATION (NASDAQ:DPW) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On December 28, 2016, the shareholders of Digital Power
Corporation (the Company), as set forth below in Item 5.07,
approved our 2016 Stock Incentive Plan (Plan) as previously
disclosed in the Companys proxy statement for its annual meeting.
The full text of the Plan is incorporated herein by reference and
a copy of which is filed as Exhibit 10.1 hereto.

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

The Company held its annual meeting of stockholders (Annual
Meeting) at 48430 Lakeview Blvd, Fremont, California 94538, on
Wednesday, December 28, 2016 at 10:00 a.m., Pacific Time. At the
Annual Meeting, three (3) proposals were submitted to, and
approved by, the Companys stockholders. The final voting results
are below.

1.

To elect five (5) directors to hold office until the next
Annual Meeting of Stockholders or until their successors
are elected and qualified.

Election of Directors

For

Withhold

Broker Non Votes

Amos Kohn

3,375,041

173,412

Robert Smith

3,438,971

162,212

Moti Rosenberg

3,496,747

51,706

Kristine Ault

3,376,041

172,412

William Horne

3,523,715

24,738

2.

To approve, on an advisory basis, the compensation of the
Companys named executive officers as disclosed in the proxy
statement.

For

Against

Abstain

3,495,106

34,683

29,210

3.

To adopt the Digital Power Corporation 2016 Stock Incentive
Plan.

For

Against

Abstain

3,323,035

207,827

28,137

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1

Digital Power Corporation 2016 Stock Incentive Plan

1

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