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
June 6, 2012
Date of Report (Date of earliest event reported)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13647 | 73-1356520 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (918) 660-7700
(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 5.02(e) | COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On June 7, 2012, the stockholders of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”) approved the addition of 950,000 common shares to the Company’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “Plan”) pursuant to the Fourth Amendment to the Plan (the “Amendment”). In addition, the stockholders approved extending the term of the Plan so that awards may be granted through June 30, 2018.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.260 and is incorporated herein by reference.
| ITEM 5.03(a) | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS |
On June 6, 2012, the Board of Directors (the “Board”) of the Company adopted the Fifth Amended and Restated Bylaws (the “Bylaws”). The following are the principal changes made in the Bylaws:
| (1) | Amended the advance notice periods for stockholder proposals and nominations for annual meetings of stockholders so that they are determined by reference to the one-year anniversary of the date of the prior year’s annual meeting and made comparable amendments to the advance notice periods for special meetings of stockholders. |
| (2) | Amended the information required to be provided by stockholder proponents. |
The foregoing description of the Bylaws is qualified in its entirety by reference to the Bylaws attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On June 7, 2012, the Company, held its Annual Meeting of Stockholders in Tulsa, Oklahoma. The following matters were submitted to a vote of stockholders and voting results were as follows:
| (1) | Election of Directors: The six director nominees named in the Company’s proxy statement were elected for a one-year term expiring in 2013 or until their successors are duly elected and qualified, by the following vote: |
