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
June 9, 2011
Date of Report (Date of earliest event reported)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-13647
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73-1356520
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (918) 660-7700
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:
[ ] 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))
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On June 9, 2011, Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders in Tulsa, Oklahoma. The following matters were submitted to a vote of stockholders and voting results were as follows:
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(1)
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Election of Directors: The six director nominees named in the Company’s proxy statement were elected for a one-year term expiring in 2012 or until their successors are duly elected and qualified, by the following vote:
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Director Nominee
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Votes For
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Votes Against
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Broker Non-Votes
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Thomas P. Capo
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18,850,185
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197,453
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6,085,881
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Maryann N. Keller
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18,852,085
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195,578
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6,085,881
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Hon. Edward C. Lumley
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18,383,415
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664,248
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6,085,881
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Richard W. Neu
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18,863,741
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183,922
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6,085,881
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John C. Pope
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17,150,065
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1,897,598
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6,085,881
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Scott L. Thompson
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18,766,454
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281,209
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6,085,881
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(2)
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Ratification of Appointment of Independent Registered Public Accounting Firm: Ernst & Young LLP was ratified as the auditors of the Company’s financial statements for fiscal year 2011 by the following vote:
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Votes For
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Votes Against
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Abstain
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25,081,946
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48,264
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3,334
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(3)
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Advisory Vote on Compensation of Named Executive Officers: The Company’s shareholders approved, on a non-binding advisory basis, the 2010 compensation of the Company’s named executive officers, as described in the Company’s 2011 proxy statement, by the votes set forth in the table below:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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18,718,059
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267,675
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61,929
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6,085,881
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(4)
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Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation: The Company’s shareholders recommended, on a non-binding advisory basis, to hold an advisory vote on executive compensation on an annual basis, by the votes set forth in the table below:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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17,058,949
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10,668
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1,914,694
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63,352
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6,085,881
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Based on these results, and consistent with the Company’s recommendation, the Company’s Board of Directors has decided to hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis, until the next advisory vote on the frequency of stockholder votes on executive compensation.
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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.
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
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(Registrant)
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June 10, 2011
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By:
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/s/ H. CLIFFORD BUSTER III
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H. Clifford Buster III
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Senior Executive Vice President, Chief Financial
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Officer and Principal Financial Officer
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