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Form 8-K UNITED ONLINE INC For: Jun 05

June 10, 2015 4:07 PM EDT

 

 

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 5, 2015

 

United Online, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-33367

 

77-0575839

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

(Address of Principal Executive Offices) (Zip Code)

 

Telephone: (818) 287-3000

(Registrant’s telephone number, including area code)

 

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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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.

 

(a)  The 2015 annual meeting of stockholders (the “Annual Meeting”) of United Online, Inc. (the “Company”) was held on June 5, 2015, at the Hilton Woodland Hills in Woodland Hills, California.  At the Annual Meeting, the Company’s stockholders voted on three proposals.

 

(b)  At the Annual Meeting, (1) all of the Company’s nominees for director were elected; (2) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified; and (3) the advisory resolution regarding the compensation of the Company’s named executive officers was approved.  The voting results were as follows:

 

Proposal 1:  Election of Directors

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

James T. Armstrong

 

9,726,416

 

590,078

 

101,779

 

2,508,525

 

Andrew Miller

 

9,793,193

 

523,305

 

101,775

 

2,508,525

 

Kenneth D. Denman

 

9,642,574

 

675,885

 

99,814

 

2,508,525

 

 

Proposal 2:  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015

 

For

 

Against

 

Abstain

 

12,793,874

 

59,223

 

73,701

 

 

Proposal 3:  Advisory vote regarding the compensation of the Company’s named executive officers

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

9,544,578

 

798,427

 

75,268

 

2,508,525

 

 

2



 

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.

 

 

Date: June 10, 2015

UNITED ONLINE, INC.

 

 

 

 

 

/s/ Francis Lobo

 

Francis Lobo

 

President and Chief Executive Officer

 

3




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