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): May 16, 2012
USA Mobility, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32358 | 16-1694797 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
6850 Versar Center, Suite 420, Springfield, Virginia | 22151 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 611-8488
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.
On May 16, 2012, USA Mobility, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). There were 22,141,680 shares of common stock eligible to vote, of which 18,615,334 shares were represented in person or by proxy at the Annual Meeting. The purpose of the Annual Meeting was to elect seven directors; to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012; to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (“NEOs”); and to approve the USA Mobility, Inc. 2012 Equity Incentive Award Plan. No other business was transacted.
Nominees for election to the Board of Directors were approved by a plurality of the votes properly cast by holders of the common stock present in person or by proxy at the Annual Meeting, each share being entitled to one vote. Shares withheld from voting on the election of directors, including broker non-votes, had no effect on the outcome of the election of directors. Seven directors were elected to hold office until the next Annual Meeting and until their respective successors have been elected or appointed.
The results of the election of the directors; the ratification of the appointment of Grant Thornton LLP; the approval, on an advisory basis, the compensation of the Company’s NEOs; and the approval of USA Mobility, Inc. 2012 Equity Incentive Award Plan were as follows:
Shares of Common Stock Voted | ||||||||||||||||
Election of Directors: | In Favor | Against | Withheld | Broker Non-Votes | ||||||||||||
Nicholas A. Gallopo | 15,348,158 | — | 86,509 | 3,180,667 | ||||||||||||
Christopher D. Heim | 15,284,890 | — | 149,777 | 3,180,667 | ||||||||||||
Vincent D. Kelly | 15,285,407 | — | 149,260 | 3,180,667 | ||||||||||||
Brian O’Reilly | 15,017,347 | — | 417,320 | 3,180,667 | ||||||||||||
Matthew Oristano | 15,344,158 | — | 90,509 | 3,180,667 | ||||||||||||
Samme L. Thompson | 14,951,147 | — | 483,520 | 3,180,667 | ||||||||||||
Royce Yudkoff | 15,012,352 | — | 422,315 | 3,180,667 | ||||||||||||
Ratification of Appointment of: | In Favor | Against | Abstained | Broker Non-Votes | ||||||||||||
Grant Thornton LLP | 18,430,098 | 123,542 | 61,694 | — | ||||||||||||
Advisory vote on the approval of: | In Favor | Against | Abstained | Broker Non-Votes | ||||||||||||
Executive compensation | 14,695,138 | 566,076 | 173,453 | 3,180,667 | ||||||||||||
Approval of the: | In Favor | Against | Abstained | Broker Non-Votes | ||||||||||||
USA Mobility, Inc. 2012 Equity Incentive Award Plan | 13,894,669 | 1,366,011 | 173,987 | 3,180,667 |
Item 7.01 Regulation FD Disclosure.
On May 16, 2012, the Company hosted a meeting for financial analysts and other investors in Alexandria, Virginia. The full text of the Investor Meeting presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(d) Exhibits:
Exhibit 99.1
Description of Exhibit – Investor Meeting presentation dated May 16, 2012 (furnished pursuant to Item 7.01; not “filed” for purposes of Section 18 of the Exchange Act).
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.
USA Mobility, Inc. | ||||||
May 16, 2012 | By: | /s/ Shawn E. Endsley | ||||
Name: Shawn E. Endsley | ||||||
Title: Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
99.1 | USA Mobility, Inc. Investor Meeting presentation dated May 16, 2012 |