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
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| Date of Report (Date of Earliest Event Reported): | | May 8, 2012 |
ValueClick, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-30135 | 77-0495335 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 30699 Russell Ranch Road, Suite 250, Westlake Village, California | | 91362 |
________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
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| Registrant's telephone number, including area code: | | 818-575-4500 |
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:
[ ] 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 5.07 Submission of Matters to a Vote of Security Holders.
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| (a) | On May 8, 2012, ValueClick, Inc. ("ValueClick" or the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). |
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| (b) | The stockholders re-elected James R. Zarley, Martin T. Hart, David S. Buzby, James A. Crouthamel, John Giuliani, James R. Peters, and Jeffrey F. Rayport as directors to serve until the 2013 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. In addition, the shareholders approved the Amended and Restated 2007 Employee Stock Purchase Plan and approved, by non-binding advisory vote, 2011 compensation paid to the Company's named executive officers. The final voting results for each proposal were as follows: |
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| | | | For | | Withheld | | | | |
| Proposal 1 | Election of Directors: | | | | | | | | |
| | James R. Zarley | | 58,392,318 |
| | 3,048,986 |
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| | Martin T. Hart | | 56,030,481 |
| | 5,410,823 |
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| | David S. Buzby | | 56,270,729 |
| | 5,170,575 |
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| | James A. Crouthamel | | 49,124,508 |
| | 12,316,796 |
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| | John Giuliani | | 56,967,738 |
| | 4,473,566 |
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| | James R. Peters | | 52,796,334 |
| | 8,644,970 |
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| | Jeffrey F. Rayport | | 49,038,984 |
| | 12,402,320 |
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| | | | For | | Against | | Abstain | | |
| Proposal 2 | Approval of Amended and Restated 2007 Employee Stock Purchase Plan | | 57,577,874 |
| | 168,710 |
| | 3,694,720 |
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| | | | | | | | | | |
| | | | For | | Against | | Abstain | | |
| Proposal 3 | Advisory (Non-Binding) Vote on Executive Compensation | | 55,516,075 |
| | 1,915,988 |
| | 4,009,241 |
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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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| | | ValueClick, Inc. |
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| May 11, 2012 | | By: | | /s/ John Pitstick |
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| | | | | Name: John Pitstick |
| | | | | Title: Chief Financial Officer |
