Shareholder Vote

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): January 15, 2014 PURE CYCLE CORPORATION (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 0-8814 (Commission File Number) 84-0705083 (IRS Employer Identification No.) 1490 Lafayette Street, Suite 203, Denver, CO 80218 (Address of principal executive office) (Zip Code) Registrant’s telephone, including area code (303) 292-3456 N/A (Former name or former address, if changed since last report.) 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 communications pursuant to Rule 425 under the 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)) This Current Report on Form 8-K is filed by Pure Cycle Corporation (the “Registrant”), a Colorado corporation, in connection with the matters described herein. Item 5.07 - Submission of Matters to a Vote of Security Holders The Registrant held its Annual Shareholders’ meeting on January 15, 2014, at which, the following matters were voted upon and adopted by shareholders: 1. Election of Directors Voted For Withheld Broker Non-Votes Mark W. Harding 14,180,841 604,807 6,333,131 Harrison H. Augur 14,730,600 55,048 6,333,131 Arthur G. Epker III 14,688,056 97,592 6,333,131 Richard L. Guido 14,744,493 41,155 6,333,131 Peter C. Howell 14,746,388 39,260 6,333,131 George M. Middlemas 14,727,285 58,363 6,333,131 2. For the ratification of the appointment of GHP Horwath, P.C. and the independent auditors for the year ending August 31, 2014: For Against Abstain Non-Votes 20,979,780 11,160 127,839 – 3. For the approval, on an advisory basis, of executive compensation: For Against Abstain Non-Votes 14,669,572 68,743 47,333 6,333,131 4. For the frequency of voting on executive compensation: 1 year 2 years 3 years Abstain 10,310,191 185,673 2,057,462 2,232,322 5. For the approval of the 2014 equity incentive plan: For Against Abstain Non-Votes 13,756,619 1,002,315 26,714 6,333,131 Based on the outcome of the shareholder vote the board of directors for the Company has adopted one year as the frequency of an advisory vote on executive compensation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 21, 2014 PURE CYCLE CORPORATION By: /s/ Mark W. Harding Mark W. Harding President and Chief Financial Officer