Paradigm Holdings, Inc. (fka PDHO)

[HDOGTX]

PDHO 8k Just out to approve and adopt the Agreement and Plan of Merger

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


Paradigm Holdings, Inc., a Wyoming corporation (“ Paradigm Wyoming ”), held a special meeting of shareholders on November 11, 2010. Five proposals were submitted to Paradigm Wyoming’s shareholders and approved at the special meeting. The proposals are described in detail in Paradigm Wyoming’s previously filed proxy statement for the special meeting. The following is a brief description of each matter voted upon at the special meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter, both in person and by proxy.


Reincorporation. The holders of Paradigm Wyoming’s common stock voted to approve and adopt the Agreement and Plan of Merger dated May 5, 2010 between Paradigm Wyoming and Paradigm Holdings, Inc., a Nevada corporation, to reincorporate Paradigm Wyoming into the State of Nevada as follows:


FOR 28,778,290 AGAINST 36,962 ABSTAIN 15,568 BROKER NON-VOTES 2,232,247


In addition, the holders of all of the outstanding shares of the Company’s Series A-1 Senior Preferred Stock on the record date, 6,115 shares, voting as a separate class, approved this proposal.


Increase Authorized Shares. The shareholders voted to approve the increase of our authorized shares of Common Stock from 50,000,000 shares to 250,000,000 shares as follows:


FOR 30,800,198 AGAINST 262,538 ABSTAIN 331 BROKER NON-VOTES 0


Voting Rights . The shareholders voted to approve certain revisions to the Series A-1 Preferred Stock Certificate of Designations with respect to the voting rights of holders of such stock as follows:


FOR 28,767,997 AGAINST 53,360 ABSTAIN 9,463 BROKER NON-VOTES 2,232,247


Approval of Certain Rights . The shareholders voted to approve certain rights granted to Hale Capital Partners, LP and EREF PARA, LLC in the Series A-1 Preferred Stock Certificate of Designations as follows:


FOR 28,768,018 AGAINST 38,108 ABSTAIN 24,694 BROKER NON-VOTES 2,232,247


Election of Directors . Each of Raymond A. Huger, Peter B. LaMontagne, John A. Moore and Martin M. Hale, Jr. were elected to hold office as directors until the next annual or special meeting of shareholders following their election or appointment where their successors have been duly elected and qualified, as follows:

Director Votes FOR Votes WITHHELD Broker Non-Votes
Raymond A. Huger 28,793,037 37,783 2,232,247
Peter B. LaMontagne 28,793,037 37,783 2,232,247
John A. Moore 28,793,037 37,783 2,232,247
Martin M. Hale, Jr. 28,793,019 37,801 2,232,247



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Item 8.01 Other Information.

Paradigm Wyoming anticipates that its reincorporation into the State of Nevada will be consummated on or about December 14, 2010.


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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.

PARADIGM HOLDINGS, INC.


By: /s/Richard Sawchak
Richard Sawchak
Chief Financial Officer



Date: November 16, 2010