Form 8-K Inteliquent, Inc. For: May 19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 19, 2016

 

 

INTELIQUENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33778		31-1786871
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 West Adams Street

9th Floor

Chicago, Illinois 60661

(Address of principal executive offices, including Zip Code)

(312) 384-8000

(Registrant’s telephone number, including area code)

 

(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:

 

¨	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))

 

 

 

---

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2016, Inteliquent, Inc. (the “Company”) filed a certificate of amendment (a “Certificate of Amendment”) to its amended and restated certificate of incorporation (the “Certificate of Incorporation”) to (1) adopt majority voting for uncontested election of directors and (2) provide that the Company’s stockholders may remove any director from office with or without cause. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 19, 2016, the Company held its Annual Meeting of Stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting, the Company’s stockholders elected each of the Company’s eight nominees to serve on the Company’s Board of Directors until the next annual meeting, ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, approved the compensation of the Company’s named executive officers on an advisory basis, approved an amendement to the Certificate of Incorporation to adopt majority voting for uncontested election of directors and approved an amendment to the Certificate of Incorporation to provide that the Company’s stockholders may remove any director from office with or without cause.

The results of the voting were as follows:

 

		Votes For				Votes Withheld				Broker Non-Votes
Election of Directors
Joseph A. Beatty			25,239,816				1,154,033				3,608,971
Matthew Carter, Jr.			25,272,685				1,121,164				3,608,971
Edward M. Greenberg			22,202,263				4,191,586				3,608,971
James P. Hynes			25,637,821				756,028				3,608,971
Lawrence M. Ingeneri			25,643,778				750,071				3,608,971
Timothy A. Samples			26,021,814				372,035				3,608,971
Rian J. Wren			25,814,025				579,824				3,608,971
Lauren F. Wright			25,618,908				774,941				3,608,971

Accordingly, the eight nominees received the highest number of votes cast and therefore each of the eight nominees was elected to serve as a director.

 

		Votes For				Votes Against				Abstentions
Ratification of Independent Registered Public Accounting Firm			29,827,398				151,695				22,893

Accordingly, a majority of votes cast on the ratification of auditors were in favor of the proposal and the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was ratified.

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Advisory Vote on Executive Compensation			25,923,336				425,009				45,504				3,608,971

Accordingly, a majority of votes cast in the advisory vote on executive compensation were “for” the approval of executive compensation as disclosed in the Company’s proxy statement.

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Amendment to the Amended and Restated Certificate of Incorporation to Adopt Majority Voting for Uncontested Election of Directors			26,266,427				56,193				71,229				3,608,971

Accordingly, the votes of greater than 66 2/3% of the shares outstanding were “for” the proposal and the amendment to the Certificate of Incorporation to adopt majority voting for uncontested election of directors was approved.

---

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Amendment to the Amended and Restated Certificate of Incorporation to Provide that the Company’s Stockholders May Remove Any Director From Office With or Without Cause			29,276,045				506,521				220,254				0

Accordingly, the votes of greater than 66 2/3% of the shares outstanding were “for” the proposal and the amendment to the Certificate of Incorporation to adopt majority voting for uncontested election of directors was approved.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.

---

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.

 

				INTELIQUENT, INC.
				/s/ Kurt J. Abkemeier
Date: May 23, 2016				Name:		Kurt J. Abkemeier
				Title:		Chief Financial Officer and Executive Vice President

---

EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INTELIQUENT, INC.

*    *    *    *

Adopted in accordance with the provisions

of §242 of the General Corporation Law

of the State of Delaware

*    *    *    *

The undersigned, on behalf of Inteliquent, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: That Section 2 of Article Six of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

Section 2. Election and Term of Office. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Except as provided in Section 3 of this Article Six, a nominee for director shall be elected to the Board of Directors at a duly called meeting of the stockholders at which a quorum is present if the votes of shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote in the election of directors cast “for” such nominee’s election exceed the votes of shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote in the election of directors cast “against” such nominee’s election (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that nominee’s election); provided, however, that directors shall be elected by a plurality of the votes cast at any duly called meeting of the stockholders for which (i) the secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in the by-laws of the Corporation; and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Directors need not be stockholders.

If an incumbent director is not elected by a majority of votes cast (unless, pursuant to the immediately preceding paragraph, the director election standard is a plurality), the incumbent director shall promptly tender his or her resignation to the Board of Directors for consideration. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the director’s resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within ninety (90) days from the date of the certification of the election results. An incumbent director who tenders his or her resignation for consideration will not participate in the Nominating and Corporate Governance Committee’s or the Board of Directors’ recommendation or decision, or any deliberations related thereto.

If a director’s resignation is accepted by the Board of Directors pursuant to this Section 2, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 3 of this Article Six or may decrease the size of the Board of Directors pursuant to Section 1 of this Article Six. If a director’s resignation is not accepted by the Board of Directors pursuant to this Section 2, such director will continue to serve until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

---

SECOND: That Section 3 of Article Six of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

Section 3. Election and Term of Office. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director may be removed from office at any time, at a meeting called for that purpose, but only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all outstanding shares of Common Stock entitled to vote generally in the election of directors, voting together as a single class.

THIRD: That the terms and provisions of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation were duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware and Article Ten of the Amended and Restated Certificate of Incorporation.

*    *    *    *    *

 

2

---

IN WITNESS WHEREOF, the undersigned on behalf of the Corporation for the purpose of amending the Amended and Restated Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation this 20^th day of May, 2016.

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• SalMar – Integrated annual report 2023
• Director Appointment
• Proposed Increase in Size of Offer for Subscription and Re-Opening of Offer for Subscription to Further Applications