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): | June 3, 2011 |
Blackboard Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 000-50784 | 52-2081178 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 650 Massachusetts Ave NW, Washington, District of Columbia | 20001 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 202-463-4860 |
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:
[ ] 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2011, Blackboard Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 32,639,226 shares represented in person or by proxy at the Annual Meeting, representing 93.6% of the shares entitled to vote at the meeting. The final voting results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are presented in the tables below.
Proposal 1. Election of Class I Directors. Both of the board’s nominees for director were elected to serve as Class I directors until the Company’s 2014 annual meeting of stockholders or until their respective successors are duly elected and qualified.
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
E. Rogers Novak, Jr. |
29,835,819 | 939,980 | 1,863,427 | |||||||||
Joseph L. Cowan |
30,304,824 | 470,975 | 1,863,427 | |||||||||
Proposal 2. Advisory Vote on Executive Compensation. The Company’s stockholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the Annual Meeting.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
27,508,654
|
2,970,923 | 296,223 | 1,863,426 | |||||||||
Proposal 3. Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation. The stockholders indicated, on an advisory basis, that their preferred frequency for holding future advisory votes on executive compensation was every year.
| 3 YEARS | 2 YEARS | 1 YEAR | ABSTAIN | BROKER NON-VOTE | ||||||||||||
8,574,489
|
28,350 | 21,902,274 | 270,685 | 1,863,428 | ||||||||||||
Proposal 4. Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||
31,849,816
|
751,493 | 37,917 | — | |||||||
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.
| Blackboard Inc. | ||||
| June 9, 2011 | By: |
/s/ Matthew H. Small
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| Name: Matthew H. Small | ||||
| Title: Chief Legal Officer | ||||