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): April 18, 2007
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 1-7564 | 13-5034940 |
(State or other jurisdiction of
incorporation ) | (Commission File Number) | (IRS Employer Identification No.) |
200 LIBERTY STREET, NEW YORK, NEW YORK | 10281 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(212) 416-2000
n/a |
(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS FOR CERTAIN OFFICERS
On January 17, 2007, the Board of Directors of Dow Jones & Company, Inc. (the “Company”) approved the Dow Jones 2006 Executive Annual Incentive Plan (the “Plan”), subject to stockholder approval, upon the recommendation of the Compensation Committee. The Plan, as recommended by the Compensation Committee and approved by the Board, was attached as Appendix B to the proxy statement filed with the Securities and Exchange Commission on March 16, 2007 and is incorporated herein by reference. A summary of Plan terms was provided in the Company’s proxy statement filed with the Securities and Exchange Commission on March 16, 2007 and is incorporated herein by reference.
On April 18, 2007, at the Company’s annual meeting of stockholders, Company stockholders approved the Plan. See Item 8.01 below.
ITEM 8.01 OTHER EVENTS
At the Dow Jones Annual Meeting of Stockholders held on April 18, 2007, there were represented in person or by proxy 56,692,882 shares of Common Stock (carrying one vote per share) and 16,132,591 shares of Class B Common Stock (carrying ten votes per share). At the Annual Meeting:
1) the holders of the Common Stock, voting separately as a class, elected the following individuals as directors (with votes for and withheld as set forth below):
| | | FOR | | WITHHELD |
Jon E. Barfield | | 55,854,913 | | 837,969 |
Lewis B. Campbell | | 55,876,854 | | 816,028 |
Eduardo Castro-Wright | | 55,938,820 | | 754,062 |
John M. Engler | | 55,875,832 | | 817,050 |
Harvey Golub | | 55,902,795 | | 790,087 |
Dieter von Holtzbrinck | | 55,923,795 | | 769,087 |
Frank N. Newman | | 55,795,604 | | 897,278 |
2) the holders of the Common Stock and the Class B Common Stock, voting together, elected the following individuals as directors (with votes for and withheld as set forth below):
| | | FOR | | WITHHELD |
Christopher Bancroft | | 215,285,534 | | 2,733,258 |
John F. Brock | | 217,108,523 | | 910,269 |
Michael B. Elefante | | 215,501,949 | | 2,516,843 |
Leslie Hill | | 215,556,323 | | 2,462,469 |
M. Peter McPherson | | 216,978,719 | | 1,040,073 |
David K. P. Li | | 202,855,552 | | 15,163,240 |
Paul Sagan | | 217,116,690 | | 902,102 |
Elizabeth Steele | | 215,604,122 | | 2,414,670 |
Richard F. Zannino | | 217,057,701 | | 961,091 |
3) the holders of the Common Stock and the Class B Common Stock, voting together, approved the appointment of PricewaterhouseCoopers LLP, independent registered public accounting firm, as independent registered public accountants for 2007 by a vote of 216,520,303 votes in favor; 1,169,668 votes against and 328,821 abstentions;
4) the holders of the Common Stock and the Class B Common Stock, voting together, approved the amendment of the Dow Jones 2006 Executive Annual Incentive Plan by a vote of 181,606,271 votes in favor; 25,625,012 votes against and 433,788 abstentions; and
5) the holders of the Common Stock and the Class B Common Stock, voting together, rejected the stockholder proposal to require that the positions of Chairman and CEO be held by different persons and that the Chairman not be a current or former executive of the Company by a vote of 24,376,426 votes in favor; 176,829,848 votes against; and 6,458,710 abstentions.
SIGNATURE
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.
| | | | | DOW JONES & COMPANY, INC. |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Dated: | April 24, 2007 | | By: | /s/ Robert Perrine |
| | | | | Robert Perrine |
| | | | | Chief Accounting Officer and Controller |
