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): April 21, 2011
DreamWorks Animation SKG, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32337 | 68-0589190 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1000 Flower Street, Glendale, California | 91201 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818) 695-5000
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:
| ¨ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On April 21, 2011, DreamWorks Animation SKG, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Amended Plan”). The Company’s Board of Directors had previously adopted the Amended Plan, subject to stockholder approval. For a description of the Amended Plan, see the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 9, 2011. A copy of the Amended Plan was attached as Annex A to the Proxy Statement.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 21, 2011, DreamWorks Animation SKG, Inc. (the “Company”) held its Annual Meeting of Stockholders. The agenda items for such meeting are shown below along with the vote of the Company’s Class A and Class B common stock, voting together as a single class, with respect to such agenda items.
| 1. | Election of 10 directors to serve for the ensuing year or until their successors are duly elected and qualified. |
| Votes Cast For | Votes Withheld | Broker Non-Votes | ||||||||||
| Jeffrey Katzenberg |
205,014,012 | 16,313,308 | 6,195,483 | |||||||||
| Roger A. Enrico |
220,567,650 | 759,670 | 6,195,483 | |||||||||
| Lewis W. Coleman |
217,678,564 | 3,648,756 | 6,195,483 | |||||||||
| Harry Brittenham |
220,629,394 | 697,926 | 6,195,483 | |||||||||
| Thomas Freston |
204,640,172 | 16,687,148 | 6,195,483 | |||||||||
| Judson C. Green |
220,899,114 | 428,206 | 6,195,483 | |||||||||
| Mellody Hobson |
213,321,248 | 8,006,072 | 6,195,483 | |||||||||
| Michael J. Montgomery |
220,899,114 | 427,594 | 6,195,483 | |||||||||
| Nathan Myhrvold |
214,610,360 | 6,716,960 | 6,195,483 | |||||||||
| Richard Sherman |
216,824,727 | 4,502,593 | 6,195,483 | |||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2011. |
| Number of Votes | ||||
| Votes for |
227,427,502 | |||
| Votes against |
55,718 | |||
| Votes abstained |
39,583 | |||
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| 3. | Approval of the adoption of the Amended and Restated 2008 Omnibus Incentive Compensation Plan. |
| Number of Votes | ||||
| Votes for |
183,342,876 | |||
| Votes against |
36,235,921 | |||
| Votes abstained |
1,748,523 | |||
| Broker non-votes |
6,195,483 | |||
| 4. | An advisory vote on executive compensation. |
| Number of Votes | ||||
| Votes for |
217,477,436 | |||
| Votes against |
2,069,541 | |||
| Votes abstained |
1,780,343 | |||
| Broker non-votes |
6,195,483 | |||
| 5. | An advisory vote on the frequency of future advisory votes on executive compensation. |
| Number of Votes | ||||
| Votes for 1 YEAR |
201,778,945 | |||
| Votes for 2 YEARS |
22,858 | |||
| Votes for 3 YEARS |
17,720,525 | |||
| Votes abstained |
1,804,992 | |||
| Broker non-votes |
6,195,483 | |||
In accordance with the voting results on this item, the Company has determined to hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency of stockholder votes on the compensation of executives. A stockholder vote on the frequency of stockholder votes on the compensation of executives is required to be held at least once every six years.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 |
Amended and Restated 2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010). |
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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.
| DreamWorks Animation SKG, Inc. | ||||||
| Date: April 26, 2011 | By: | /s/ LEWIS W. COLEMAN | ||||
| Lewis W. Coleman | ||||||
| President and Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Amended and Restated 2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010). | |
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