UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the Securities Exchange Act of l934
April 21, 2016
Date of report (date of earliest event reported)
SP PLUS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-50796 | 16-1171179 |
| (Commission File Number) | (IRS Employer Identification No.) |
200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702
(Address of Principal Executive Offices) (Zip Code)
(312) 274-2000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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):
[ ] 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))
Explanatory Note
SP Plus Corporation (“SP Plus” or the “Company”) hereby amends its Current Report on Form 8-K filed on April 25, 2016, announcing the results of the Company’s 2016 Annual Meeting of Stockholders held on April 21, 2016 (“Annual Meeting”), in order to provide the final voting results of the Annual Meeting.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
SP Plus held its Annual Meeting on April 21, 2016. Set forth below are the final voting results as amended and reported by Morrow & Co., LLC, the independent inspector of elections for the Annual Meeting. Of the 22,328,578 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 21,848,521 shares, or approximately 97.85% of all shares outstanding and entitled to vote, were present either in person or by proxy.
The following describes the matters considered by the Company’s stockholders at the Annual Meeting and the results of the votes cast at the Annual Meeting.
| Proposal 1. | |||||||||
Nominees | For | Withheld | Broker Non-Votes | ||||||
| G Marc Baumann | 21,060,147 | 162,586 | 625,788 | ||||||
| Karen M. Garrison | 20,187,814 | 1,034,919 | 625,788 | ||||||
| Paul Halpern | 20,249,973 | 972,760 | 625,788 | ||||||
| Robert S. Roath | 20,168,254 | 1,054,479 | 625,788 | ||||||
| Wyman T. Roberts | 21,060,465 | 162,268 | 625,788 | ||||||
| Douglas R. Waggoner | 21,060,465 | 162,268 | 625,788 | ||||||
| Jonathan P. Ward | 21,012,997 | 209,736 | 625,788 | ||||||
| James A. Wilhelm | 19,402,441 | 1,820,292 | 625,788 | ||||||
| Gordon H. Woodward | 21,012,997 | 209,736 | 625,788 | ||||||
| Proposal 2. | To cast an advisory vote on the 2015 compensation of our named executive officers. |
| For | Against | Abstain | Broker Non-Votes | |||
| 21,133,079 | 42,188 | 47,466 | 625,788 | |||
| Proposal 3. | To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for 2016. |
| For | Against | Abstain | Broker Non-Votes | |||
| 21,741,202 | 107,319 | 0 | 0 | |||
As a result, the stockholders elected each nominee as a director of the Company, approved the Company’s 2015 executive compensation, and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016.
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.
SP PLUS CORPORATION | |
| Date: April 26, 2016 | By: /s/ VANCE C. JOHNSTON |
Vance C. Johnston, Chief Financial Officer and Treasurer | |