UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (~~Date~~date of earliest event reported): ~~July~~August 813, 2019

QUALSTAR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or other Jurisdiction of

Incorporation or Organization)

001-35810

(Commission File Number)

95-3927330

(I.R.S. Employer Identification No.)

1267 Flynn Road

Camarillo, CA 93012

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

130 West Cochran Street, Unit C

Simi Valley, CA 93065

(Former name or former address, if changed since last report.)

(805) 583-7744

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	QBAK	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth company [ ]~~

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers~~Condition.

~~Amendment~~On ofAugust ~~Stock~~13, ~~Option~~2019, Qualstar Corporation (the “Company”) issued a press release announcing the Company’s financial results for the three and ~~Incentive~~six ~~Plan~~months ending June 30, 2019. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~July~~information 8,in ~~2019,~~this ~~Qualstar~~report ~~Corporation~~shall ~~(the~~not be deemed “~~Company~~filed”) ~~held~~for ~~its~~purposes ~~2019~~of ~~Annual~~Section ~~Meeting~~18 of ~~Shareholders (~~the ~~“Annual~~Securities ~~Meeting”). At~~Exchange ~~the~~Act ~~Annual~~of ~~Meeting~~1934, ~~the~~nor ~~Company’s~~shall ~~shareholders~~it ~~approved~~be andeemed ~~amendment~~incorporated toby ~~the~~reference ~~Qualstar~~in ~~Corporation~~any ~~2017~~filing ~~Stock~~under ~~Option and Incentive Plan (~~the ~~“Plan”)~~Securities toAct ~~increase the aggregate number~~ of ~~shares~~1933 ofor ~~Common Stock available for issuance under~~ the ~~Plan~~Securities ~~from~~Exchange ~~200,000~~Act ~~shares~~of ~~to 300~~1934,~~000~~ ~~shares. The~~except ~~amendment~~as toshall ~~the~~be ~~Plan~~expressly ~~became~~set ~~effective~~forth ~~following~~by ~~its~~specific ~~approval~~reference byin ~~the~~such ~~Company’s~~a ~~shareholders~~filing.

~~The~~Item ~~Plan was originally adopted by the Company on June 13, 2017~~9. ~~Under~~01. ~~the~~Financial ~~Plan,~~Statements ~~the Company is authorized to grant stock options (both incentive~~ and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards to employees (including executive officers), directors and consultants of the Company and its subsidiariesExhibits. ~~The Plan is administered by the Compensation Committee of the Company’s Board of Directors.~~

~~Item~~(d) 5Exhibits.~~07 Submission of Matters to a Vote of Security Holders.~~

At the Annual Meeting, 1,955,821 shares of our common stock were outstanding and entitled to vote, and 1,787,105 shares (or approximately 91.37% of the total voting shares) were represented at the meeting in person or by proxy.

Exhibit No.		Description
99.1		Press release of Qualstar Corporation dated August 13, 2019.*

~~Immediately~~* ~~following~~This ~~the~~exhibit ~~Annual~~is ~~Meeting~~furnished, ~~the~~not ~~Company’s board of directors was comprised of Steven N~~filed. ~~Bronson, David J. Wolenski, Leonard A. Hagan and Nicholas A. Yarymovych, all of whom were elected by the requisite vote of shareholders at the Annual Meeting.~~

~~The following summarizes vote results for those matters submitted to the Company’s shareholders for action at the Annual Meeting:~~SIGNATURES

1.Pursuant ~~Election~~to the requirements of ~~four~~the ~~directors~~Securities byExchange Act of 1934, the ~~holders~~registrant ofhas ~~our~~duly ~~common~~caused ~~stock~~this report to be signed on its behalf by the undersigned hereunto duly authorized.

Director	Total Shares Voting on Matter	For	Withheld	Broker Non-Votes
	QUALSTAR CORPORATION
Steven N. Bronson	1,787,105	990,457	118,623	678,025
Dated: August 14, 2019	By:	/s/ Steven N. Bronson
David J. Wolenski	1,787,105	807,887	301,193	678,025
		Name: Steven N. Bronson
Leonard A. Hagan	1,787,105	808,971	300,109	678,025
		Title: President and Chief Executive Officer
Nicholas A. Yarymovych	1,787,105	807,887	301,193	678,025

2. Ratification of the appointment of RBSM, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Total Shares Voting on Matter	For	Against	Abstain	Broker Non-Votes
1,787,105	1,564,409	221,506	1,190	-

3. Advisory vote on Executive Compensation (Say on Pay).

Total Shares Voting on Matter	For	Against	Abstain	Broker Non-Votes
1,787,105	976,839	126,921	5,320	678,025

4. Amendment to the Plan to increase the number of shares available for issuance under the Plan by 100,000 shares to a total of 300,000 shares.

Total Shares Voting on Matter	For	Against	Abstain	Broker Non-Votes
1,787,105	905,069	201,535	2,476	678,025

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.

	QUALSTAR CORPORATION
Dated: July 11, 2019	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: President and Chief Executive Officer

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