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 14, 2014
DEX MEDIA, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
| 1-35895 |
| 13-2740040 |
(State of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer |
2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261
(Address of Principal Executive Offices)
(972) 453-7000
(Registrant’s telephone number, including area code)
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 May 14, 2014, Dex Media, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2014 (the “Proxy Statement”). The number of shares present in person or by proxy at the annual meeting was 15,343,133, representing 86.99% of the 17,637,461 shares issued and outstanding that were entitled to vote on March 17, 2014, the record date for the annual meeting. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal 1. Each of the directors listed below was re-elected as a director of the Company for a one-year term expiring in 2015 or until his respective successor is duly elected and qualified. The nominees for directors were elected based on the following votes:
Director |
| Votes “FOR” |
| Votes “Against” |
| Abstentions |
| Broker Non- |
Jonathan B. Bulkeley |
| 10,681,100 |
| 224,624 |
| 850 |
| 4,436,559 |
Thomas D. Gardner |
| 10,488,281 |
| 417,400 |
| 893 |
| 4,436,559 |
W. Kirk Liddell |
| 10,676,313 |
| 229,297 |
| 964 |
| 4,436,559 |
Peter J. McDonald |
| 10,673,344 |
| 232,081 |
| 1,149 |
| 4,436,559 |
Thomas S. Rogers |
| 10,498,371 |
| 402,282 |
| 5,921 |
| 4,436,559 |
Alan F. Schultz |
| 10,681,183 |
| 224,321 |
| 1,070 |
| 4,436,559 |
John Slater |
| 10,645,437 |
| 259,981 |
| 1,156 |
| 4,436,559 |
Douglas D. Wheat |
| 10,660,040 |
| 245,577 |
| 957 |
| 4,436,559 |
Proposal 2. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement was approved based on the following votes:
Votes “FOR” |
| Votes “Against” |
| Abstentions |
| Broker Non-Votes |
9,909,938 |
| 980,018 |
| 16,618 |
| 4,436,559 |
Proposal 3. The proposal to recommend, on an advisory basis, the frequency of advisory votes to approve the compensation of the Company’s named executive officers was approved for “1 Year” based on the following votes:
1 Year |
| 2 Years |
| 3 Years |
| Abstentions |
10,817,621 |
| 27,290 |
| 57,317 |
| 4,346 |
In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
Proposal 4. The proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2014, was approved based on the following votes:
Votes “FOR” |
| Votes “Against” |
| Abstentions |
15,055,737 |
| 260,109 |
| 27,287 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| DEX MEDIA, INC. | ||
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| By: | /s/ Raymond R. Ferrell | |
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| Name: | Raymond R. Ferrell |
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| Title: | Executive Vice President — |
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| General Counsel and Corporate Secretary |
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Date: May 20, 2014 |
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