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):  April 27, 2012
 
NetSpend Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34915
 
20-2306550
(State or other jurisdiction of incorporation)
 
(Commission File
 Number)
 
(IRS Employer
Identification No.)
 
701 Brazos Street, Suite 1300, Austin, Texas
 
78701-2582
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(512) 532-8200
 
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.
 
NetSpend Holdings, Inc. (the “Company”) held its annual meeting of stockholders on April 27, 2012 (the “Annual Meeting”). Of the 76,408,600 shares of common stock outstanding and entitled to vote as of the March 14, 2012 record date, 43,734,806 shares of common stock were represented in person or by proxy at the Annual Meeting.  A summary of the final voting results for each of the three matters voted upon by the stockholders at the Annual Meeting is set forth below. The proposals related to each matter are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2012.

Proposal 1: Election of Class II Directors

The following nominees were elected to serve as class II directors for a term of three years and until their successors are duly elected and qualified:
 
Name of Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
Thomas A. McCullough
 
    38,438,097
 
               122,461
 
                5,174,248
 
Daniel M. Schley
 
    37,668,250
 
               892,308
 
                5,174,248
 
Alexander R. Castaldi
 
    37,722,749
 
               837,809
 
                5,174,248
 

Proposal 2: Approval of the NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan

The NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan, a copy of which was filed with the Securities and Exchange Commission (the "SEC") as Exhibit 10.38 to our Annual Report on Form 10-K for the year ended December 31, 2011, was approved.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
     38,179,957
 
               62,912
 
         317,689
 
                5,174,248
 
 
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified.
 
Votes For
 
Votes Against
 
Abstentions
   
     43,694,795
 
               38,911
 
             1,100
   


 
 

 
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.
 
 
NETSPEND HOLDINGS, INC.
     
     
Date: May 2, 2012
By:
/s/ George W. Gresham
   
George W. Gresham
   
Chief Financial Officer