UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 18, 2014
PREMIERE GLOBAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
(State or Other Jurisdiction of Incorporation)
| 001-13577 | 59-3074176 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305 | |
| (Address of Principal Executive Offices) | (Zip Code) |
404-262-8400
(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 (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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders of Premiere Global Services, Inc. held on June 18, 2014, our shareholders approved the Premiere Global Services, Inc. 2014 Incentive Plan. Employees, officers, directors and consultants selected by the compensation committee of our board of directors are eligible to participate in our 2014 incentive plan, including our principal executive officer, principal financial officer and our other named executive officers. A description of the material terms of our 2014 incentive plan was included in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2014 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At our 2014 annual meeting held on June 18, 2014, our shareholders: (1) elected all of our nominees for director; (2) approved the advisory vote on executive compensation; (3) ratified the appointment of KPMG LLP as our independent registered accounting firm for the year ending December 31, 2014; and (4) approved our 2014 incentive plan.
A total of 46,305,787 shares, or approximately 95.6% of the common stock issued and outstanding as of the record date of April 10, 2014, was represented at our 2014 annual meeting in person or by proxy.
The votes cast on each proposal were as follows:
1. Election of Directors:
| Nominee | For | Withheld | Broker Non-Votes |
| Boland T. Jones | 42,106,770 | 1,283,645 | 2,915,372 |
| Wilkie S. Colyer | 42,985,632 | 404,783 | 2,915,372 |
| K. Robert Draughon | 42,994,333 | 396,082 | 2,915,372 |
| John R. Harris | 40,958,919 | 2,431,496 | 2,915,372 |
| W. Steven Jones | 42,998,033 | 392,382 | 2,915,372 |
| Raymond H. Pirtle, Jr. | 41,251,354 | 2,139,061 | 2,915,372 |
| J. Walker Smith, Jr. | 40,905,434 | 2,484,981 | 2,915,372 |
2. Advisory Vote on Executive Compensation:
The advisory vote to approve the compensation of our named executive officers was approved by approximately 95.6% of the total votes cast of our shares present at our 2014 annual meeting in person or by proxy as follows:
| For | Against | Abstain | Broker Non-Votes |
| 41,425,932 | 1,909,535 | 54,948 | 2,915,372 |
3. Ratification of KPMG LLP:
| For | Against | Abstain | Broker Non-Votes |
| 46,281,902 | 14,404 | 9,481 | N/A |
4. Approval of our 2014 Incentive Plan:
| For | Against | Abstain | Broker Non-Votes |
| 40,441,897 | 2,938,811 | 9,707 | 2,915,372 |
No other matters were considered or voted upon at our 2014 annual meeting.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Premiere Global Services, Inc. 2014 Incentive Plan (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2014). |
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.
| PREMIERE GLOBAL SERVICES, INC. | ||
| Date: June 18, 2014 | By: | /s/ Scott Askins Leonard |
| Scott Askins Leonard | ||
| Executive Vice President - Legal | ||
| General Counsel and Secretary | ||
EXHIBIT INDEX
| 10.1 | Premiere Global Services, Inc. 2014 Incentive Plan (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2014). |