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): 05/19/2015
CDI Corp.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-05519
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| | |
| Pennsylvania | | 23-2394430 |
| (State or other jurisdiction of | | (IRS Employer |
| incorporation) | | Identification No.) |
1717 Arch Street, 35th Floor
Philadelphia, PA 19103-2768
(Address of principal executive offices, including zip code)
(215) 569-2200
(Registrant’s telephone number, including area code)
(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 19, 2015, CDI Corp. held its 2015 Annual Meeting of Shareholders. A total of 18,465,551 shares of common stock were voted in person or by proxy, representing 93.99% of the shares entitled to vote. Below are the final voting results on the proposals considered and voted upon at the meeting, all of which are described in CDI's 2015 Proxy Statement.
1. Election of Directors: The nine nominees listed below were elected to serve on the Board of Directors until next year's annual meeting. There were 1,907,613 broker non-votes in connection with the election of directors.
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| Director Nominee | Votes For |
| Votes Withheld |
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| Joseph L. Carlini | 16,090,518 |
| 467,420 |
|
| Michael J. Emmi | 16,024,707 |
| 533,231 |
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| Scott J. Freidheim | 16,229,163 |
| 328,775 |
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| Walter R. Garrison | 16,206,584 |
| 351,354 |
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| Lawrence C. Karlson | 16,227,896 |
| 330,042 |
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| Ronald J. Kozich | 16,024,306 |
| 533,632 |
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| Anna M. Seal | 15,931,793 |
| 626,145 |
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| Albert E. Smith | 16,029,648 |
| 528,290 |
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| Barton J. Winokur | 14,916,524 |
| 1,641,414 |
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2. Advisory vote to approve executive compensation: This proposal was approved, with14,131,669 votes in favor, 2,414,709 votes against, 11,560 votes abstaining, and 1,907,613 broker non-votes.
3. Proposal to approve the Amended and Restated Omnibus Stock Plan: This proposal was approved, with 15,581,919 votes in favor, 970,945 votes against, 5,074 votes abstaining, and 1,907,613 broker non-votes.
4. Proposal to approve the Executive Bonus Plan: This proposal was approved, with 16,337,592 votes in favor, 213,623 votes against, 6,723 votes abstaining, and 1,907,613 broker non-votes.
5. Proposal to ratify the appointment of KPMG LLP as CDI's independent registered public accounting firm for 2015: This proposal was approved, with 18,367,516 votes in favor, 95,375 votes against and 2,660 votes abstaining.
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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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| | | | | | | CDI Corp. |
| | | | | | | | | (Registrant) |
| | | | | | | | | |
| | | | | | | | | ______________________________________ |
| Date: May 21, 2015 | | | | By: | | /s/ Brian D. Short |
| | | | | | | | | Brian D. Short |
| | | | | | | | | Executive Vice President, Chief Administrative Officer and General Counsel |
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