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): August 3, 2015
FLEETMATICS GROUP PLC
(Exact name of registrant as specified in its charter)
| | | | |
| Ireland | | 001-35678 | | 27-3112485 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
Block C, Cookstown Court Belgard Road Tallaght Dublin 24 Ireland | | |
| (Address of principal executive offices) | | (Zip Code) |
+353 (1) 413 1250
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:
| ¨ | 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 August 3, 2015, Fleetmatics Group PLC (the “Company”) held its annual general meeting of shareholders (the “2015 Annual Meeting”) to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2015. The final voting results are set forth below.
Proposal 1 – Re-Election of Directors
The shareholders re-elected each of the two persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company’s annual general meeting of shareholders in 2018, subject to his earlier resignation or removal. The results of such vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
Director Name | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | | | Percentage
of Votes in
Favor | |
James F. Kelliher | | | 34,260,672 | | | | 178,946 | | | | 753 | | | | 1,432,913 | | | | 99.48 | % |
| | | | | |
James M. Travers | | | 33,923,789 | | | | 516,136 | | | | 446 | | | | 1,432,913 | | | | 98.50 | % |
Proposal 2 – Re-Appointment of Auditors and Authorizing Directors to Determine Their Remuneration
The shareholders re-appointed PricewaterhouseCoopers as the Company’s auditors for the fiscal year ending December 31, 2015 and authorized the Company’s directors to determine their remuneration. The results of such vote were as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Percentage of Votes in Favor |
| 35,855,005 | | 16,155 | | 2,124 | | 99.95% |
Proposal 3 – To Authorize the Directors to Set the Remuneration of the Directors
The shareholders authorized the Company’s directors to determine the remuneration of the directors. The results of such vote were as follows:
| | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | | Percentage of Votes in Favor |
| 35,774,762 | | 64,626 | | 33,896 | | — | | 99.73% |
Proposal 4 –Advisory Vote to Recommend the Approval of the Company’s Executive Compensation
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the Company’s Proxy Statement for the 2015 Annual General Meeting. The results of such vote were as follows:
| | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | | Percentage of Votes in Favor |
| 34,305,957 | | 121,514 | | 12,900 | | 1,432,913 | | 99.61% |
Proposal 5 – Advisory Vote to Recommend Holding an Advisory Vote on the Compensation of the Company’s Named Executive Officers Every Year.
The shareholders determined, on an advisory basis, that the frequency with which the shareholders of the Company should have an advisory vote on the compensation of the Company’s named executive officers set forth in the Company’s proxy statement for each annual general meeting should be every year. The results of such vote were as follows:
| | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | | Percentage of Votes in Favor |
| 34,402,896 | | 26,185 | | 11,290 | | 1,432,913 | | 99.89% |
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: August 7, 2015 | | | | FLEETMATICS GROUP PLC |
| | | |
| | | | By: | | /s/ Stephen Lifshatz |
| | | | Name: | | Stephen Lifshatz |
| | | | Title: | | Chief Financial Officer |
| | | | | | Chief Accounting Officer |
| | | | | | (Principal Financial Officer and |
| | | | | | Principal Accounting Officer) |
