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 2, 2014
THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
| Virginia | 001-09148 | 54-1317776 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (804) 289-9600
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 (see General Instruction A.2.):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting materials 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective May 2, 2014, the Board amended Article V of the Bylaws of the Company to decrease the number of persons serving on the Board. The description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended (with deletions indicated by strikeout and additions indicated by double underline) attached as Exhibit 3(ii) and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 2, 2014, the Company held its Annual Meeting of Shareholders. At this meeting, the Company’s shareholders (i) elected each of the persons listed below as a director for the term specified below, (ii) approved a non-binding advisory resolution on named executive officer compensation, (iii) approved KPMG LLP as the Company’s independent registered accounting firm for 2014, and (iv) approved a shareholder proposal regarding the annual election of directors.
The Company’s shareholders voted as follows:
Proposal 1 – Election of Directors
| Terms expiring in 2017: | |||||
| For | Withheld | Broker Non-Votes | |||
| Susan E. Docherty | 43,093,419 | 346,784 | 2,100,913 | ||
| Reginald D. Hedgebeth | 43,038,635 | 401,568 | 2,100,913 |
Shareholders elected the nominees with approximately 99% in favor of each of the nominees.
Proposal 2 – Approval of a non-binding advisory resolution on named executive officer compensation
| For | Against | Abstain | Broker Non-Votes | |||
| 38,649,112 | 1,729,388 | 3,061,703 | 2,100,913 |
Shareholders approved the advisory resolution on named executive officer compensation with approximately 96% in favor.
Proposal 3 – Approval of KPMG LLP as the Company’s independent registered public accounting firm for 2014
| For | Against | Abstain | Broker Non-Votes | |||
| 44,641,000 | 769,509 | 130,607 | 0 |
Shareholders approved KPMG LLP as the Company’s independent registered public accounting firm with approximately 98% in favor.
Proposal 4 – Approval of the shareholder proposal regarding the annual election of directors
| For | Against | Abstain | Broker Non-Votes | |||
| 34,054,157 | 9,240,817 | 145,229 | 2,100,913 |
Shareholders approved the shareholder proposal with approximately 79% in favor.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 3(ii) | Bylaws of the Brink’s Company, as amended and restated, effective May 2, 2014 | |
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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 thereunto duly authorized.
| THE BRINK’S COMPANY | |||
| (Registrant) | |||
| Date: May 7, 2014 | By: | /s/ McAlister C. Marshall, II | |
McAlister C. Marshall, II Vice President | |||
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EXHIBIT INDEX
| EXHIBIT | DESCRIPTION |
| 3(ii) | Bylaws of the Brink’s Company, as amended and restated, effective May 2, 2014 |
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