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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 6, 2011 (May 3, 2011)
Date of Report (Date of Earliest Event Reported)
Total System Services, Inc.
| Georgia | 1-10254 | 58-1493818 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One TSYS Way, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(706) 649-2267
(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. |
The 2011 annual shareholders’ meeting of Total System Services, Inc.
(“TSYS”) was held on May 3, 2011. TSYS’ shareholders voted on the
following four proposals which are detailed in TSYS’ definitive proxy
statement on Schedule 14A which was filed with the Securities and
Exchange Commission on March 17, 2011, and cast their votes as
described below.
Proposal 1
TSYS’ shareholders elected ten individuals to the Board of Directors
as set forth below:
| Name | For | Against | Abstain | Broker Non-Vote | ||||||||||||
Kriss Cloninger III |
124,498,001 | 15,435,230 | 502,758 | 26,341,777 | ||||||||||||
Sidney E. Harris |
138,167,866 | 1,757,385 | 510,738 | 26,341,777 | ||||||||||||
Mason H. Lampton |
126,765,841 | 13,290,025 | 380,122 | 26,341,778 | ||||||||||||
H. Lynn Page |
138,816,634 | 3,359,225 | 260,130 | 26,341,777 | ||||||||||||
Philip W. Tomlinson |
136,237,079 | 3,962,280 | 236,630 | 26,341,777 | ||||||||||||
John T. Turner |
139,334,174 | 852,349 | 249,465 | 26,341,778 | ||||||||||||
Richard W. Ussery |
137,418,232 | 2,631,861 | 385,896 | 26,341,777 | ||||||||||||
M. Troy Woods |
137,739,703 | 2,450,364 | 245,922 | 26,341,777 | ||||||||||||
James D. Yancey |
119,002,922 | 21,168,610 | 264,457 | 26,341,777 | ||||||||||||
Rebecca K. Yarbrough |
132,860,930 | 7,246,942 | 328,117 | 26,341,777 | ||||||||||||
James H. Blanchard, Richard Y. Bradley, Walter W. Driver, Jr.,
Gardiner W. Garrard, Jr. and W. Walter Miller, Jr. also continued to
serve as directors following the annual shareholders’ meeting.
Proposal 2
TSYS’ shareholders ratified the appointment of KPMG LLP as
the independent auditor of TSYS for the fiscal year ending December
31, 2011 as set forth below:
| For | Against | Abstain | ||
163,991,739
|
2,580,977 | 205,048 |
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Proposal 3
TSYS’ shareholders approved the advisory vote on executive compensation as set forth below:
| For | Against | Abstain | Broker Non-Vote | |||
| 91,103,457 | 48,525,194 | 807,338 | 26,341,777 |
Proposal 4
TSYS’ shareholders approved “One Year” with respect to the advisory vote on the frequency of future advisory votes on
executive compensation as set forth below:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||
| 129,261,046 | 1,264,046 | 9,230,392 | 680,504 | 26,341,778 |
Based on these results, and consistent with the Board of Directors’ recommendation in the proxy statement, the Board has
determined that TSYS will hold an advisory vote on executive compensation annually.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, registrant
has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOTAL SYSTEM SERVICES, INC. |
||||
| Dated: May 6, 2011 | By: | /s/ Kathleen Moates | ||
| Kathleen Moates | ||||
| Senior Deputy General Counsel | ||||
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