UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2011
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LEGEND INTERNATIONAL HOLDINGS, INC
(Exact name of registrant as specified in its charter)
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Delaware
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000-32551
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23-3067904
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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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Level 8, 580 St Kilda Road, Melbourne, Victoria Australia 3004
(Address of Principal Executive Office) (Zip Code)
61-3-8532-2866
(Registrant’s telephone number, including area code)
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual general meeting on July 28, 2011.
At the meeting, a number of resolutions were passed, and the final votes received were as follows:
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Resolution
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Result
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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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Election of JI Gutnick
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Passed
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128,155,933 | 437,460 |
nil
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26,288,811 | |||||||||||||
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Election of DS Tyrwhitt
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Passed
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104,885,453 | 23,707,940 |
nil
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26,288,811 | |||||||||||||
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Election of A Trench
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Passed
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128,191,933 | 401,460 |
nil
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26,288,811 | |||||||||||||
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Election of M Gupta
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Passed
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128,191,864 | 401,529 |
nil
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26,288,811 | |||||||||||||
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Election of H Herzog
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Passed
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128,184,564 | 408,829 |
nil
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26,288,811 | |||||||||||||
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Election of US Awasthi
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Passed
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128,191,864 | 401,529 |
nil
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26,288,811 | |||||||||||||
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Conduct a non-binding advisory vote on the compensation of the named executive officers
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Passed
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96,776,561 | 829,232 | 30,987,600 | 26,288,811 | |||||||||||||
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Ratification of appointment of PKF, LLP, Certified Public Accountants, as Independent Auditors
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Passed
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154,639,374 | 168,030 | 74,800 |
Not applicable
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Approve increase in authorized shares of common stock from 300 million to 400 million
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Passed
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122,281,597 | 32,435,007 | 165,600 |
Not applicable
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To transact such other business as may properly come before the meeting or any adjournment
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No such business came before the meeting
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100,346,220 | 23,542,115 | 30,993,869 |
Not applicable
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In relation to the conduct of a non-binding advisory vote on the frequency of stockholders votes on executive compensation, the resolution was passed. The votes received were as follows;
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3 years
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144,600 | |||
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2 years
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479,680 | |||
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1 year
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59,723,587 | |||
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Abstain
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68,245,526 | |||
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Broker Non-Votes
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26,288,811 |
In light of this shareholder vote, the Board of Directors has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation.
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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LEGEND INTERNATIONAL HOLDINGS, INC.
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By:
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Peter Lee
Secretary
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Date: August 2, 2011