UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Date of report (Date of earliest event reported) June 2, 2011
LODGENET INTERACTIVE CORPORATION
Delaware | 0-22334 | 46-0371161 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3900 West Innovation Street, Sioux Falls, SD | 57107 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (605) 988-1000
n/a
(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 (see General
Instruction A.2. below):
o | Written communication 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 5.02 | Departure of Directors or Principal Officers: Election of Directors; appointment of Principal Officers. |
R. F. Leyendecker, who has served as a director of the Company for more than 20 years, has
decided to retire from the Board effective June 2, 2011 and chose not to stand for re-election at
the annual meeting held on June 2, 2011. The Board does not intend to fill the director vacancy
at this time. The Board believes it can effectively represent the shareholders and carry out its
responsibilities with an eight member board.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2011, LodgeNet Interactive Corporation (LodgeNet) held its 2011 Annual Meeting.
At the meeting, the holders of 22,828,546 shares were represented in person or by proxy. The
following is a summary of the matters voted on at the 2011 Annual Meeting:
1. Two directors were elected based upon the following votes:
For | Withheld | Broker Non-votes | ||||||||||
Vikki Pachera |
13,501,764 | 1,462,842 | 7,863,940 | |||||||||
Edward L. Shapiro |
11,077,425 | 3,887,181 | 7,863,940 |
2. The Shareholder Rights Plan adopted by the Stockholders in May 2008 was ratified based upon
the following votes:
For | Against | Abstain | Broker Non-votes | |||
8,359,104
|
6,538,500 | 6,002 | 7,863,940 |
3. The appointment of PricewaterhouseCoopers LLP as LodgeNets independent registered public
accounting firm for the fiscal year ending December 31, 2011 was ratified based upon the following
votes:
For | Against | Abstain | Broker Non-votes | |||
22,755,060 | 44,385 | 29,101 | 0 |
4. Executive compensation was approved with an advisory vote with the following votes:
For | Against | Abstain | Broker Non-votes | |||
14,650,447 | 299,678 | 14,481 | 7,863,940 |
5. Advisory vote as to whether the stockholder advisory vote to approve executive compensation
should occur yearly, every two years or every three years. The voting results were as follows:
One Year | Two Years | Three Years | Abstain | |||
14,733,355 | 30,571 | 176,193 | 24,487 |
The advisory vote on the frequency of the advisory vote on compensation for our named
executive officers was held at the June 2, 2011 Annual Meeting of the Shareholders of the Company.
The majority of shareholder votes were in favor of an advisory vote on executive compensation being
conducted every year, as recommended by our Board of Directors. In light of the voting results
supporting the Board recommendation, the Companys Board of Directors, at its June 2, 2011 Board
meeting, determined that the Company will hold an advisory vote on the executive compensation of
our named executive officers every year, until the next required advisory vote on frequency of the
advisory vote on executive compensation. The next advisory vote on the frequency of the vote is
required in six years at the Companys Annual Shareholder Meeting held in 2017.
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.
Date: June 3, 2011 | By: | /s/ James G. Naro | |||
James G. Naro | |||||
Its | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
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