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): June 22, 2011
DEMAND MEDIA, INC.
(Exact name of Registrant as specified in its charter)
Delaware | | 001-35048 | | 20-4731239 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
1299 Ocean Avenue, Suite 500
Santa Monica, California | | 90401 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 394-6400
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 June 22, 2011, Demand Media, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, 71,710,841 shares were represented in person or by proxy, constituting 86.2% of the Company’s outstanding shares as of April 28, 2011, the record date for the meeting. The following proposals were submitted to the stockholders of the Company at the 2011 annual meeting:
(1) The election of three Class I directors (John A. Hawkins, Victor E. Parker and Joshua G. James) to serve as directors until the Company’s 2014 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.
(2) The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
(3) The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as described in the proxy statement (the “say-on-pay vote”) for 2010.
(4) The approval on a non-binding advisory basis, of the frequency of future say-on-pay votes .
For more information about the foregoing proposals, see the Company’s proxy statement dated April 29, 2011. Holders of the Company’s common stock are entitled to one vote per share. The number of votes cast for and against, and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Proposal 1 – Election of Class I Directors
Votes regarding the election of John A. Hawkins, Victor E. Parker and Joshua G. James as Class I directors to serve on the Board of Directors for a three-year term, which will expire at the Company’s 2014 Annual Meeting of Stockholders, were as follows:
Nominees for Director | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
John A. Hawkins | | 70,149,440 | | 264,404 | | 3,517 | | 1,293,480 |
Victor E. Parker | | 70,149,640 | | 264,204 | | 3,517 | | 1,293,480 |
Joshua G. James | | 69,582,290 | | 831,554 | | 3,517 | | 1,293,480 |
Proposal 2 – Ratification of the Independent Registered Public Accounting Firm
Votes to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 were as follows:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
71,679,384 | | 30,684 | | 773 | | 0 | |
Proposal 3 – Advisory (Non-Binding) Approval of Executive Compensation for 2010
Votes to approve an advisory (non-binding) resolution on the say-on-pay vote were as follows:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
66,817,578 | | 3,589,844 | | 9,939 | | 1,293,480 | |
Proposal 4 – Advisory (Non-Binding) Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation
Votes on an advisory (non-binding) resolution on the frequency of future say-on-pay votes were as follows:
One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes | |
3,662,558 | | 4,673 | | 66,738,046 | | 12,084 | | 1,293,480 | |
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The frequency that received the highest number of votes (three years) was deemed to be the frequency selected by our stockholders. Based on these results, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future say-on-pay votes once every three (3) years. The next required stockholder advisory vote on the frequency of future say-on-pay votes will be conducted at the Company’s 2017 Annual Meeting of Stockholders.
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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.
Date: June 24, 2011 | DEMAND MEDIA, INC. |
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| By: | /s/ Charles S. Hilliard | |
| | Charles S. Hilliard | |
| | President and Chief Financial Officer | |
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