MWW 6.9.2015 8K - AM Voting
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): June 9, 2015
MONSTER WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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| | Delaware | 001-34209 | 13-3906555 |
| | (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| | 133 Boston Post Road, Building 15 Weston, Massachusetts | 02493 | |
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| | (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (978) 461-8000
None
(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):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company’s 2015 Annual Meeting of Stockholders was held on June 9, 2015. The following proposals were submitted to stockholders at the meeting.
Proposal No. 1 – Election of Directors
Under Proposal No. 1, each of the following six nominees for director was elected to serve a one-year term expiring at the Company’s 2016 Annual Meeting of Stockholders. The voting results for Proposal No. 1 were as follows:
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| | FOR | | AGAINST | | BROKER NON-VOTES |
Edmund P. Giambastiani, Jr. | | 53,888,894 | | 4,103,322 | | 21,711,834 |
Timothy T. Yates | | 56,588,007 | | 1,404,209 | | 21,711,834 |
John Gaulding | | 54,433,976 | | 3,558,240 | | 21,711,834 |
James P. McVeigh | | 56,403,913 | | 1,588,303 | | 21,711,834 |
Jeffrey F. Rayport | | 56,282,176 | | 1,710,040 | | 21,711,834 |
Roberto Tunioli | | 55,901,302 | | 2,090,914 | | 21,711,834 |
Proposal No. 2 – Ratification of Appointment of BDO USA, LLP as Independent Registered Public Accounting Firm
The voting results for Proposal No. 2 were as follows:
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
77,150,208 | | 2,209,210 | | 344,632 | | (0) |
Proposal No. 3 – Authorization of the Issuance of Additional Shares of Common Stock in Settlement of Conversion of the Company’s 3.50% Convertible Senior Notes Due 2019
The voting results for Proposal No. 3 were as follows:
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
54,417,669 | | 3,343,080 | | 231,467 | | 21,711,834 |
Proposal No. 4 – Advisory Vote to Approve Named Executive Officer Compensation
The voting results for Proposal No. 4 were as follows:
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
18,265,539 | | 36,525,805 | | 3,200,872 | | 21,711,834 |
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.
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| MONSTER WORLDWIDE, INC. |
| (Registrant) |
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| By: | /s/ Michael C. Miller |
| Name: | Michael C. Miller |
| Title: | Executive Vice President, General Counsel and Secretary |
Date: June 15, 2015