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 13, 2011 (May 11, 2011)
UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-10653 | | 36-3141189 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
One Parkway North Blvd. Suite 100 Deerfield, Illinois | | 60015-2559 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (847) 627-7000
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 (seeGeneral Instruction A.2. below):
| ¨ | 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 of Certain Officers. |
On May 11, 2011, at the Registrant’s Annual Meeting of Stockholders, Daniel J. Good and Richard W. Gochnauer retired from the Board of Directors.
On May 11, 2011, Richard W. Gochnauer retired as the Registrant’s Chief Executive Officer as previously announced in a Form 8-K filed on December 20, 2010.
Also as previously announced, P. Cody Phipps, age 49, was appointed by the Board of Directors to serve as the Registrant’s President and Chief Executive Officer effective May 11, 2011. Mr. Phipps will hold such office until his successor is appointed and qualified or until his earlier removal or resignation.
Mr. Phipps joined the Registrant in August, 2003 as Senior Vice President, Operations. From October 2006 until September 2010, Mr. Phipps served as President, United Stationers Supply, a division of the Registrant’s wholly-owned subsidiary, United Stationers Supply Co. On September 1, 2010, he was appointed President and Chief Operating Officer of the Registrant, which position he held until his current promotion to President and Chief Executive Officer.
Mr. Phipps is a party to an Executive Employment Agreement with the Registrant, the form of which has been described in, and filed as an exhibit to, the Registrant’s prior SEC filings.
On May 11, 2011, the Registrant’s Board of Directors appointed Mr. Robert B. Aiken as a member of the Audit Committee and Human Resources Committee of the Board and Mr. Phipps as a member of the Executive Committee of the Board.
A Press Release announcing the appointment of Mr. Phipps to President and Chief Executive Officer of the Registrant is attached as Exhibit 99.1 and incorporated herein by reference.
On May 11, 2011, the Registrant’s shareholders approved the Amended and Restated 2004 Long-Term Incentive Plan, which is described under Proposal 3 in the Registrant’s proxy statement filed with the Securities and Exchange Commission on March 30, 2011, which description is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 11, 2011, the Registrant held its Annual Meeting of Stockholders. The voting results from the annual meeting are as follows:
| | | | | | | | | | | | | | | | | | | | |
Proposal #1 – Election of Directors | | For
(A) | | | % of Shares
in Columns
(A) and (B) | | | Withheld
(B) | | | % of Shares
in Columns
(A) and (B) | | | Broker Non-Votes | |
Robert B. Aiken, Jr. | | | 21,322,061 | | | | 99.40 | % | | | 128,284 | | | | 0.60 | % | | | 571,621 | |
Jean S. Blackwell | | | 21,108,892 | | | | 98.41 | % | | | 341,453 | | | | 1.59 | % | | | 571,621 | |
Paul Cody Phipps | | | 21,251,640 | | | | 99.07 | % | | | 198,705 | | | | 0.93 | % | | | 571,621 | |
| | | | | | | | | | | | |
Proposal #2—Auditor Ratification | | For
(A) | | | Against
(B) | | | Abstain
(C) | |
No. of Shares | | | 21,644,869 | | | | 372,249 | | | | 4,848 | |
% of Shares in Columns (A)-(C) | | | 98.29 | % | | | 1.69 | % | | | 0.02 | % |
| | | | | | | | | | | | | | | | |
Proposal #3—Approval of Amended and Restated 2004 Long-Term Incentive
Plan | | For
(A) | | | Against
(B) | | | Abstain
(C) | | | Broker Non-Votes | |
No. of Shares | | | 17,382,369 | | | | 4,046,214 | | | | 21,762 | | | | 571,621 | |
% of Shares in Columns (A)-(C) | | | 81.04 | % | | | 18.86 | % | | | 0.10 | % | | | n/a | |
| | | | | | | | | | | | | | | | |
Proposal #4—Executive Compensation | | For
(A) | | | Against
(B) | | | Abstain
(C) | | | Broker Non-Votes | |
No. of Shares | | | 19,946,908 | | | | 1,496,627 | | | | 6,810 | | | | 571,621 | |
% of Shares in Columns (A)-(B) | | | 93.02 | % | | | 6.98 | % | | | n/a | | | | n/a | |
| | | | | | | | | | | | | | | | | | | | |
Proposal #5—Frequency of Vote on Executive Compensation | | 1 Year
(A) | | | 2 Years
(B) | | | 3 Years
(C) | | | Abstain
(D) | | | Broker Non-Votes | |
No. of Shares | | | 18,420,028 | | | | 29,967 | | | | 2,981,501 | | | | 18,849 | | | | 571,621 | |
% of Shares in Columns (A)-(C) | | | 85.95 | % | | | 0.14 | % | | | 13.91 | % | | | n/a | | | | n/a | |
On May 11, 2011 the Board of Directors of the Registrant approved a dividend of $0.13 per share payable July 15, 2011 to stockholders of record as of the close of business on June 15, 2011. Because the record date for this cash dividend occurs after the record date of the previously announced stock split, it is equivalent to $0.26 per pre-split common share.
A copy of the Registrant’s press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
(d) Exhibits
| | |
Exhibit No. | | Description |
| |
| 99.1* | | Press Release, dated May 11, 2011, appointing P. Cody Phipps to President and Chief Executive Officer |
| |
| 99.2* | | Press Release, dated May 12, 2011, announcing a $0.13 per share dividend |
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, thereunto duly authorized.
| | |
| | UNITED STATIONERS INC. |
| |
| Date: May 13, 2011 | | /s/ Eric A. Blanchard |
| | Senior Vice President, General Counsel and Secretary |
UNITED STATIONERS INC.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
DATED MAY 13, 2011
| | | | |
Exhibit No. | | Description | | Method of Filing |
| | |
| 99.1* | | Press Release, dated May 11, 2011, appointing P. Cody Phipps to President and Chief Executive Officer | | Filed Herewith |
| | |
| 99.2* | | Press Release, dated May 12, 2011, announcing a $0.13 per share dividend | | Filed Herewith |
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