UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 18, 2011
USA Mobility, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32358 | 16-1694797 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
6850 Versar Center, Suite 420, Springfield, Virginia |
22151 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (800) 611-8488
Not Applicable
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:
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 18, 2011, USA Mobility, Inc. (the Company) held its 2011 Annual Meeting of Stockholders
(the Annual Meeting). There were 22,097,188 shares of common stock eligible to vote, of which
20,295,812 shares were represented in person or by proxy at the Annual Meeting. The purpose of the
Annual Meeting was to elect six directors; to ratify the appointment of Grant Thornton LLP as the
Companys independent registered public accounting firm for the year ending December 31, 2011; to
approve, on an advisory basis, the compensation of the Companys Named Executive Officers (NEOs);
and to approve, on an advisory basis, the frequency of future advisory votes on the compensation of
the Companys NEOs on an annual basis. No other business was transacted.
Nominees for election to the Board of Directors were approved by a plurality of the votes properly
cast by holders of the common stock present in person or by proxy at the Annual Meeting, each share
being entitled to one vote. Shares withheld from voting on the election of directors, including
broker non-votes, had no effect on the outcome of the election of directors. Six directors were
elected to hold office until the next Annual Meeting and until their respective successors have
been elected or appointed.
The results of the election of the directors; the ratification of the appointment of Grant
Thornton LLP; the approval, on an advisory basis, on the compensation of the Companys NEOs; and
the approval, on an advisory basis, of the frequency of future advisory votes on the compensation
of the Companys NEOs on an annual basis were as follows:
Shares of Common Stock Voted | ||||||||||||||||
Election of Directors: | In Favor | Against | Withheld | Broker Non-Votes | ||||||||||||
Nicholas A. Gallopo |
17,535,140 | | 74,688 | 2,685,984 | ||||||||||||
Vincent D. Kelly |
17,541,112 | | 68,716 | 2,685,984 | ||||||||||||
Brian OReilly |
17,518,492 | | 91,336 | 2,685,984 | ||||||||||||
Matthew Oristano |
17,536,330 | | 73,498 | 2,685,984 | ||||||||||||
Samme L. Thompson |
17,515,088 | | 94,740 | 2,685,984 | ||||||||||||
Royce Yudkoff |
17,518,229 | | 91,599 | 2,685,984 |
Ratification of Appointment of: | In Favor | Against | Abstained | Broker Non-Votes | ||||||||||||
Grant Thornton LLP |
20,204,120 | 40,679 | 51,013 | |
Advisory Vote on the Approval of: | In Favor | Against | Abstained | Broker Non-Votes | ||||||||||||
NEOs compensation |
16,976,021 | 404,598 | 229,209 | 2,685,984 |
Advisory Vote on the Approval of: | One Year | Two Year | Three Year | Abstained | Broker Non-Votes | |||||||||||||||
Frequency of advisory votes on
NEOs compensation on an annual
basis |
15,138,935 | 16,718 | 2,231,978 | 222,197 | 2,685,984 |
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.
USA Mobility, Inc. |
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May 19, 2011 | By: | /s/ Shawn E. Endsley | ||
Shawn E. Endsley | ||||
Chief Financial Officer | ||||