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 11, 2011
SUPERMEDIA INC.
(Exact name of Registrant as specified in its charter)
|
Delaware |
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1-32939 |
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20-5095175 |
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(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer |
2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261
(Address of Principal Executive Offices)
(972) 453-7000
(Registrant’s telephone number, including area code)
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:
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.
SuperMedia Inc. (the “Company”) held its annual meeting of stockholders on May 11, 2011. The stockholders of the Company voted on the following four items:
1. the election of ten directors to the Company’s Board of Directors to hold office until the 2012 annual meeting of stockholders;
2. the approval of the Company’s executive compensation;
3. the frequency of advisory votes on executive compensation; and
4. the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent public accounting firm for fiscal year 2011.
The final voting results were as follows:
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Number of shares |
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Total shares |
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Common Stock |
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15,519,468 |
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11,512,388 |
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Proposal 1. Each of the directors listed below was re-elected as a director of the Company. The nominees for director were elected based on the following votes:
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Director |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Totals |
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8,092,103 |
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82,564 |
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3,337,721 |
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Edward J. Bayone |
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8,061,903 |
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112,764 |
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Robert C. Blattberg |
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8,090,048 |
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84,619 |
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Charles B. Carden |
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8,090,048 |
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84,619 |
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Robin Domeniconi |
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8,061,867 |
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112,800 |
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Thomas D. Gardner |
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8,091,503 |
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83,164 |
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David E. Hawthorne |
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8,091,503 |
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83,164 |
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Peter J. McDonald |
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8,091,867 |
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82,800 |
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Thomas S. Rogers |
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8,032,266 |
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142,401 |
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|
|
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John Slater |
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8,092,103 |
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82,564 |
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Douglas D. Wheat |
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8,091,803 |
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82,864 |
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Proposal 2. The proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers, as disclosed in the proxy statement dated March 25, 2011, received the following votes:
|
Votes for approval |
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7,545,320 |
|
|
|
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|
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Votes for approval as a percentage of votes cast |
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92.30 |
% |
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Votes against approval |
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600,640 |
|
|
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|
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Abstentions |
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28,707 |
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|
|
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Broker Non-Votes |
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3,337,721 |
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Proposal 3. The proposal to approve, on an advisory basis, the option of every one year as the frequency with which stockholders will be provided an advisory vote on executive compensation, received the following votes:
|
Votes for one year |
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7,687,848 |
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|
|
|
|
|
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Percentage of shares voted for one year |
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94.04 |
% |
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|
|
|
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Votes for every two years |
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6,126 |
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|
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|
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Percentage of shares voted for every two years |
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0.07 |
% |
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|
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|
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Votes for every three years |
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373,523 |
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|
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Percentage of shares voted for every three years |
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4.56 |
% |
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|
|
|
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Abstentions |
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107,170 |
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|
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Broker Non-Votes |
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3,337,721 |
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In accordance with the results of this vote, the Company’s Board of Directors determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives, which is scheduled to occur at the 2012 annual meeting of stockholders.
Proposal 4. The proposal to ratify the appointment of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for fiscal 2011 received the following votes:
|
Votes for ratifying the appointment of EY |
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11,324,026 |
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Votes for ratifying the appointment of EY as a percentage of votes cast |
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98.36 |
% |
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Votes against ratifying the appointment of EY |
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167,536 |
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Abstentions |
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20,826 |
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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 hereunto duly authorized.
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SUPERMEDIA INC. | ||
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By: |
/s/ Cody Wilbanks | |
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Name: |
Cody Wilbanks |
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Title: |
Executive Vice President – |
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General Counsel and Secretary |
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Date: May 13, 2011 | ||