The following proposals were submitted to the stockholders of Reis, Inc. (the “Company”) at its 2012 annual meeting of stockholders held on May 31, 2012:
· | The election of two directors to a term expiring at the 2015 annual meeting of stockholders and upon the election and qualification of their respective successors. |
· | A vote, on an advisory basis, on the compensation of the Company’s named executive officers. |
· | A vote, on an advisory basis, on whether the stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years. |
· | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. |
For more information about the foregoing proposals, see the Company’s proxy statement dated April 30, 2012, the relevant portions of which are incorporated herein by reference. Holders of the Company’s common stock are entitled to one vote per share.
A total of 9,983,632 shares, representing approximately 93.42% of the 10,686,293 shares outstanding and entitled to vote as of the record date (April 5, 2012), were represented in person or by proxy and constituted a quorum.
The following table sets forth the number of votes cast for each director nominee, the number of votes withheld and the number of non-votes with respect to each director nominee:
Name | For | Withhold | Non-Vote |
Jonathan Garfield | 8,750,941 | 79,141 | 1,153,550 |
Byron C. Vielehr | 8,715,852 | 114,230 | 1,153,550 |
Each candidate was elected.
The following table sets forth the number of votes cast, on an advisory basis, for the approval of the compensation of the Company’s named executive officers, the number of votes cast against such advisory approval, the number of abstentions and the number of non-votes:
For | Against | Abstain | Non-Vote |
8,414,096 | 392,892 | 23,094 | 1,153,550 |
The foregoing proposal was approved, on an advisory basis. Based on the results of the vote, and consistent with the previously approved recommendation of the Company’s board of directors to its stockholders, the Company has adopted a policy to conduct an advisory vote on executive compensation every year until the next advisory vote on the frequency of conducting future advisory votes on executive compensation, which is expected to occur no later than the Company’s Annual Meeting of Stockholders in 2018.
The following table sets forth the number of votes cast, on an advisory basis, as to whether the stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years, the number of abstentions and the number of non-votes:
One Year | Two Years | Three Years | Abstain | Non-Vote |
8,396,495 | 142,055 | 117,749 | 173,782 | 1,153,550 |
A frequency of “one year” was approved, on an advisory basis.
The following table sets forth the number of votes cast for ratification of the appointment of Ernst & Young LLP, the number of votes cast against the ratification, the number of abstentions and the number of non-votes:
For | Against | Abstain | Non-Vote |
9,959,205 | 23,624 | 803 | 0 |
The foregoing proposal was approved.