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) May 19, 2011
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(Exact name of registrant as specified in its charter) |
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| Delaware | 001-13780 | 02-0423416 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 35 EAST 62ND STREET, NEW YORK, NEW YORK | 10065 |
| (Address of principal executive offices) | |
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Registrant’s telephone number, including area code (212) 572-8600 |
| |
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(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On May 19, 2011, M & F Worldwide Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were: (1) the election of Philip E. Beekman, William Bevins, Viet D. Dinh, General John M. Keane and Stephen G. Taub to the board of directors of the Company (the “Board”) for terms expiring in 2014; (2) the approval of certain bonus arrangements for Charles T. Dawson for purposes of allowing such compensation to be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); (3) the approval of the M&F Worldwide Corp. 2011 Long Term Incentive Plan for purposes of allowing compensation paid pursuant to the plan to be deductible under the Code; (4) an advisory vote on executive compensation; (5) a vote on the frequency of future advisory votes on executive compensation; and (6) the ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011.
(1) Each of the individuals listed below were elected to serve on the Board until the Company’s annual meeting in 2014 and until such directors’ successors are duly elected and qualified. The results of the voting were as follows:
| Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Philip E. Beekman | | 16,569,636 | | 140,664 | | 1,698,028 |
| William Bevins | | 16,394,040 | | 316,260 | | 1,698,028 |
| Viet D. Dinh | | 16,592,712 | | 117,588 | | 1,698,028 |
| General John M. Keane | | 16,593,958 | | 116,342 | | 1,698,028 |
| Stephen G. Taub | | 16,437,403 | | 272,897 | | 1,698,028 |
(2) The proposal to ratify the approval of certain bonus arrangements for Charles T. Dawson for purposes of allowing such compensation to be deductible under Section 162(m) of the Code was approved. The results of the voting were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 16,572,921 | | 123,694 | | 13,685 | | 1,698,028 |
(3) The proposal to ratify the approval of the M&F Worldwide Corp. 2011 Long Term Incentive Plan for purposes of allowing compensation paid pursuant to the plan to be deductible under Section 162(m) of the Code was approved. The results of the voting were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 13,630,657 | | 3,067,046 | | 12,597 | | 1,698,028 |
(4) The non-binding resolution to approve the compensation of executive officers was approved. The results of the voting were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 16,555,293 | | 119,928 | | 35,079 | | 1,698,028 |
(5) The proposal on the frequency of future votes to approve executive compensation resulted in the approval of holding a vote once every three years. The results of the voting were as follows:
| 1 Year | | 2 Years | 3 Years | | Abstentions | | Broker Non-Votes |
| 5,015,946 | | 210,373 | 11,471,510 | | 12,471 | | 1,698,028 |
(6) The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2011 was approved. The results of the voting were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 18,299,529 | | 96,960 | | 11,839 | | 0 |
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 hereunto duly authorized.
| | M & F WORLDWIDE CORP. | |
| | | | |
| Date: May 20, 2011 | By: | /s/ Michael C. Borofsky | |
| | | Name: Michael C. Borofsky | |
| | | Title: Senior Vice President | |
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