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) ~~December~~January 1430, ~~2016~~2017

THE DEWEY ELECTRONICS CORPORATION ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

0-2892

(Commission File Number)

13-1803974

(I.R.S. Employer Identification Number)

27 Muller Road

Oakland, New Jersey

(address of principal executive offices)

07436

(Zip Code)

Registrant's telephone number, including area code: (201) 337-4700

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

☐

Soliciting material pursuant to Rule 14a–12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act

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Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act

ITEM 5.0203. ~~DEPARTURE~~Amendments OFto ~~DIRECTORS~~Articles ORof ~~CERTAIN~~Incorporation ~~OFFICERS;~~or ~~APPOINTMENT~~Bylaws; OFChange ~~CERTAIN~~in ~~OFFICERS;~~Fiscal ~~COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~Year.

Effective as of January 30, 2017, the Company adopted amended and restated by-laws (cthe “Amended and Restated By-laws”). OnA copy of ~~December~~the 14Amended and Restated By-laws is filed herewith as Exhibit 3(b) and is incorporated herein by reference. Among the new provisions in the Amended and Restated By-laws are the requirements that, ~~2016~~to be timely, a shareholder’s notice of any proposal of business to be brought before the ~~Board~~annual meeting of ~~Directors~~shareholders, ~~appointed~~or ~~Donna~~any shareholder ~~Medica~~intent to nominate one or more persons for election as directors at such meeting, in each case must be delivered to the secretary ~~Company~~of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s ~~Treasurer~~annual ~~effective~~meeting, subject ~~immediately~~to certain terms and conditions. The foregoing is subject in its entirety to the express terms of the Amended and Restated By-laws attached hereto and incorporated herein by reference.

~~Ms.~~ ~~Medica~~Item ~~is also the Company’s Controller and principal accounting officer~~9. ~~Prior to joining the Company in September 2015, from November 2013 to August 2015, Ms~~01. ~~Medica~~Financial ~~was~~Statements ~~Director, Accounting Services for Jackson Hewitt Tax Service Inc. (a provider of individual federal~~ and ~~state income tax preparation and financial services)~~Exhibits. From June 2009 to March 2013, Ms. Medica was Senior Manager, Corporate Accounting for DRS Technologies, Inc. (a supplier of integrated products, services and support to military forces, intelligence agencies and prime contractors worldwide). There have been no transactions nor are there any proposed transactions between the Company and Ms. Medica that would require disclosure pursuant to Item 404(a) of Regulation S-K.

(d) ~~ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~Exhibits

On December 14, 2016, at the Company’s annual meeting of shareholders, the following five directors were elected to serve for the ensuing year. Set forth below are the number of votes cast for, or withheld with respect to, each such person (who were the Company’s nominees for directors):

Number		Exhibit

3(b)		Amended and Restated Bylaws

Election of Directors:

Name	For	Withheld	Abstain	Broker
John H.D. Dewey	634,999	72,416	0	307,012
James M. Link	634,713	72,702	0	307,012
Robert M. Meissner	637,113	70,302	0	307,012
Nathaniel T. Roberts	636,782	70,633	0	307,012
Ronald Tassello	637,035	70,380	0	307,012

Advisory vote to approve the corporation’s executive compensation.

For	666,379
Against	39,253
Abstain	1,783
Broker Non-Vote	307,012

Ratification on the selection of EisnerAmper LLP as the Corporation’s Independent Registered Public Accounting firm for the fiscal year ending June 30, 2017.

For	978,958
Against	35,467
Abstain	2.0000
Broker Non-Vote	0

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.

	THE DEWEY ELECTRONICS CORPORATION
Date: December 20, 2016	By:	/s/ John H.D. Dewey
Date: January 30, 2017	By:	/s/ John H. D. Dewey
		John H.D. Dewey
		John H. D. Dewey
		President and Chief Executive Officer

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