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

 

1-32939

 

20-5095175

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

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:

 

 

 

Number of shares
outstanding on

the record date

 

Total shares
present in person
or by proxy

 

Common Stock

 

15,519,468

 

11,512,388

 

 

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:

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Totals

 

8,092,103

 

 

82,564

 

 

3,337,721

 

 

 

 

 

 

 

 

 

 

 

Edward J. Bayone

 

8,061,903

 

 

112,764

 

 

 

 

Robert C. Blattberg

 

8,090,048

 

 

84,619

 

 

 

 

Charles B. Carden

 

8,090,048

 

 

84,619

 

 

 

 

Robin Domeniconi

 

8,061,867

 

 

112,800

 

 

 

 

Thomas D. Gardner

 

8,091,503

 

 

83,164

 

 

 

 

David E. Hawthorne

 

8,091,503

 

 

83,164

 

 

 

 

Peter J. McDonald

 

8,091,867

 

 

82,800

 

 

 

 

Thomas S. Rogers

 

8,032,266

 

 

142,401

 

 

 

 

John Slater

 

8,092,103

 

 

82,564

 

 

 

 

Douglas D. Wheat

 

8,091,803

 

 

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

 

7,545,320

 

 

 

 

 

Votes for approval as a percentage of votes cast

 

92.30

%

 

 

 

 

Votes against approval

 

600,640

 

 

 

 

 

Abstentions

 

28,707

 

 

 

 

 

Broker Non-Votes

 

3,337,721

 

 

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

 

7,687,848

 

 

 

 

 

Percentage of shares voted for one year

 

94.04

%

 

 

 

 

Votes for every two years

 

6,126

 

 

 

 

 

Percentage of shares voted for every two years

 

0.07

%

 

 

 

 

Votes for every three years

 

373,523

 

 

 

 

 

Percentage of shares voted for every three years

 

4.56

%

 

 

 

 

Abstentions

 

107,170

 

 

 

 

 

Broker Non-Votes

 

3,337,721

 

 

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.

 

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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

 

11,324,026

 

 

 

 

 

Votes for ratifying the appointment of EY as a percentage of votes cast

 

98.36

%

 

 

 

 

Votes against ratifying the appointment of EY

 

167,536

 

 

 

 

 

Abstentions

 

20,826

 

 

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.

 

 

 

SUPERMEDIA INC.

 

 

 

 

 

By:

/s/ Cody Wilbanks

 

 

Name:

Cody Wilbanks

 

 

Title:

Executive Vice President –

 

 

 

General Counsel and Secretary

 

 

 

 

 

 

 

Date: May 13, 2011

 

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