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): January 20, 2012
ModusLink Global Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-23262 | 04-2921333 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1601 Trapelo Road, Suite 170 Waltham, Massachusetts | 02451 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(781) 663-5001
(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 5.07. Submission of Matters to a Vote of Security Holders
The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of ModusLink Global Solutions, Inc. (the “Company”) was held pursuant to notice at the Norton’s Woods Conference Center at the American Academy of Arts and Sciences, 136 Irving Street, Cambridge, Massachusetts 02138, on January 20, 2012. The preliminary voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
Proposal 1 – Election of directors.
Name | Votes For | Votes Withheld | ||||||
Jeffrey Wald | 18,891,500 | 43,985 | ||||||
Jeffrey J. Fenton | 13,845,874 | 382,547 | ||||||
Timothy Brog | 13,060,651 | 2,359,191 | ||||||
Thomas H. Johnson | 6,493,422 | 4,219,356 | ||||||
The preliminary voting results indicate that Messrs. Wald and Fenton have been elected to hold office until the 2014 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
Proposal 2 – Shareholder advisory vote on executive compensation. The preliminary voting results indicate that Proposal 2 was approved by the following vote:
Votes For | Votes Against | Abstentions | ||
| 20,222,112 | 9,226,338 | 199,810 |
Proposal 3 – Shareholder advisory vote on the frequency of future advisory votes on executive compensation. The preliminary voting results indicate that shareholders voted to hold future advisory votes on executive compensation every year by the following vote:
Every Year | Every Two Years | Every Three Years | Abstentions | |||
| 26,100,823 | 404,935 | 2,693,186 | 449,313 |
Proposal 4 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. The preliminary voting results indicate that Proposal 4 was approved by the following vote:
Votes For | Votes Against | Abstentions | ||
| 26,189,161 | 583,822 | 637,657 |
Proposal 5 – Approval of the Company’s Tax Benefit Preservation Plan. The preliminary voting results indicate that Proposal 5 was approved by the following vote:
Votes For | Votes Against | Abstentions | ||
| 24,107,651 | 2,056,834 | 731,257 |
Proposal 6 – Non-binding shareholder advisory vote recommending amendments to the Company’s bylaws and certificate of incorporation to eliminate the Company’s classified board of directors. The preliminary voting results indicate that Proposal 6 was approved by the following vote:
Votes For | Votes Against | Abstentions | ||
| 26,723,788 | 2,606,632 | 317,841 |
The Company intends to file an amendment to this Current Report on Form 8-K to disclose the final results within four business days after such final results are known to the Company.
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.
| MODUSLINK GLOBAL SOLUTIONS, INC. | ||||||||
| Date: | January 26, 2012 | By: | /s/ Peter L. Gray | |||||
| Peter L. Gray | ||||||||
| Executive Vice President and General Counsel | ||||||||