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) May 16, 2012

 

 

UNITED STATIONERS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-10653   36-3141189

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Parkway North Blvd.

Suite 100

Deerfield, Illinois

  60015-2559
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (847) 627-7000

 

 

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):

 

¨ 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.

 

  (a) The Annual Meeting of Stockholders of United Stationers Inc. (the “Company”) was held in Deerfield, Illinois on Wednesday, May 16, 2012.

 

  (b) The following matters were voted on by the Company’s Stockholders at the Annual Meeting and received the following votes:

 

  1. Proposal 1 - Election of four Directors each to serve for a three-year term expiring in 2015:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

William M. Bass

  38,623,576   147,039   1,130,080

Charles K. Crovitz

  38,424,243   346,372   1,130,080

Stuart A. Taylor, II

  38,596,596   174,019   1,130,080

Jonathan P. Ward

  12,472,819   26,297,796*   1,130,080

 

* Jonathan Ward was elected to the Board in July 2011. At the time of his election, the Board was aware of Mr. Ward’s pre-existing commitments that conflicted with certain Board meetings in 2011. As a result of these commitments, Mr. Ward attended 63% of the meetings of the Board and the Board committees of which he was a member. Notwithstanding these circumstances, because Mr. Ward attended less than 75% of the Board and Board committee meetings, certain proxy advisory firms recommended a “withhold” vote on Mr. Ward’s election, which contributed to the number of withhold votes reported for Mr. Ward. The Board does not anticipate any impediments to Mr. Ward’s regular attendance at future Board and Board committee meetings.

 

  2. Proposal 2 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012:

 

    

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

No. of Shares

  39,245,214   654,984   497   0

 

  3. Proposal 3 – An advisory (nonbinding) vote on the compensation of the Company’s named executive officers:

 

   

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

No. of Shares

  38,355,644   377,620   37,351   1,130,080

 

  (c) Not applicable

 

  (d) Not applicable


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, thereunto duly authorized.

 

      UNITED STATIONERS INC.
Date: May 18, 2012      

/s/ Eric A. Blanchard

      Senior Vice President, General Counsel and
      Secretary