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 10, 2014
FTD Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-35901 |
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32-0255852 |
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(State or Other jurisdiction |
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(Commission |
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(I.R.S. Employer |
3113 Woodcreek Drive
Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (ZIP Code)
Telephone: (630) 719-7800
(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:
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.
On June 10, 2014, FTD Companies, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) re-elected three directors as Class I directors, each to hold office for a term to expire at the third annual meeting of stockholders following his or her election until his or her successor is duly elected and qualified or until his or her earlier resignation or removal, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, and (iii) approved the material terms for performance-based awards under the FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan. Each of these proposals is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 28, 2014.
The matters voted upon at the Annual Meeting and the results of the votes are as follows:
Proposal One: Election of Directors.
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Tracey L. Belcourt |
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12,631,951 |
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220,604 |
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4,750,926 |
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Joseph W. Harch |
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12,625,865 |
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226,690 |
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4,750,926 |
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Michael J. Silverstein |
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12,632,263 |
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220,292 |
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4,750,926 |
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Proposal Two: Ratification of Independent Registered Public Accounting Firm.
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Votes For |
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Votes Against |
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Abstentions |
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17,403,497 |
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166,464 |
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33,520 |
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Proposal Three: Approval of the Material Terms for Performance-Based Awards Under the FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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12,334,620 |
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497,956 |
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19,979 |
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4,750,926 |
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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.
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FTD COMPANIES, INC. | ||
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Dated: June 12, 2014 |
By: |
/s/ Becky A. Sheehan | |
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Name: |
Becky A. Sheehan |
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Title: |
Executive Vice President and Chief Financial Officer |