UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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) |
This Amendment No. 1 to Current Report on Form 8-K/A hereby amends and supplements the Current Report on Form 8-K of ModusLink Global Solutions, Inc. (the “Company”) originally filed with the Securities and Exchange Commission on January 26, 2012, to (i) include the final certified voting results received from the independent inspector of elections on February 1, 2012 with respect to the 2011 Annual Meeting of Stockholders of the Company held on January 20, 2011 and (ii) disclose the Company’s decision as to how frequently the Company will include a shareholder vote on the compensation of executives in its proxy materials pursuant to the requirements of Item 5.07(d) of Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Final Voting Results
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 | ||||||
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. 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 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. 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. 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. Proposal 6 was approved by the following vote:
| Votes For | Votes Against | Abstentions | ||
| 26,723,788 | 2,606,632 | 317,841 |
Frequency of Future Shareholder Votes on Executive Compensation
Consistent with the recommendation of the Company’s board of directors to shareholders that future shareholder votes on executive compensation be annually, and in light of the voting results described above with respect to Proposal 3, the Company has determined that it will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on executive compensation.
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: | February 7, 2012 | By: | /s/ Peter L. Gray | |||||
| Peter L. Gray | ||||||||
| Executive Vice President and General Counsel | ||||||||