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):  May 22, 2014
 
Katy Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-05558
75-1277589
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

305 Rock Industrial Park Drive
Bridgeton, Missouri  63044
(Address of principal executive offices) (Zip Code)
 
(314) 656-4321
(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:

o Written communications pursuant to Rule 425 under the Securities Act

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On May 22, 2014, Katy Industries, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved two proposals.  The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting.
 
Proposal 1
 
The Company’s stockholders elected three individuals to the Board of Directors as set forth below:

Name
Votes For
Votes Withheld
Broker Non-Votes
Daniel B. Carroll
5,881,161
14,767
1,453,006
Pamela Carroll Crigler
5,881,761
14,167
1,453,006
Daivd J. Feldman
4,699,951
1,195,977
1,453,006
Proposal 2
The Company’s stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for 2014, as set forth below:

Votes For
Votes Against
Abstentions
7,348,321
313
300
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.
 
KATY INDUSTRIES, INC.
(Registrant)

By: /s/ James W. Shaffer
James W. Shaffer
Vice President, Treasurer and Chief Financial Officer

Date:  May 28, 2014