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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
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Date of report (Date of earliest event reported) June 4, 2012 (May 31, 2012)
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REIS, INC.
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(Exact Name of Registrant as Specified in Charter)
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Maryland
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(State or Other Jurisdiction of Incorporation)
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1-12917
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13-3926898
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(Commission File Number)
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(IRS Employer Identification No.)
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530 Fifth Avenue, New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 921-1122
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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| 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): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
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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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The following proposals were submitted to the stockholders of Reis, Inc. (the “Company”) at its 2012 annual meeting of stockholders held on May 31, 2012:
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The election of two directors to a term expiring at the 2015 annual meeting of stockholders and upon the election and qualification of their respective successors.
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A vote, on an advisory basis, on the compensation of the Company’s named executive officers.
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A vote, on an advisory basis, on whether the stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years.
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The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
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For more information about the foregoing proposals, see the Company’s proxy statement dated April 30, 2012, the relevant portions of which are incorporated herein by reference. Holders of the Company’s common stock are entitled to one vote per share.
A total of 9,983,632 shares, representing approximately 93.42% of the 10,686,293 shares outstanding and entitled to vote as of the record date (April 5, 2012), were represented in person or by proxy and constituted a quorum.
The following table sets forth the number of votes cast for each director nominee, the number of votes withheld and the number of non-votes with respect to each director nominee:
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Name
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For
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Withhold
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Non-Vote
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Jonathan Garfield
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8,750,941
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79,141
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1,153,550
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Byron C. Vielehr
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8,715,852
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114,230
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1,153,550
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Each candidate was elected.
The following table sets forth the number of votes cast, on an advisory basis, for the approval of the compensation of the Company’s named executive officers, the number of votes cast against such advisory approval, the number of abstentions and the number of non-votes:
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For
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Against
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Abstain
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Non-Vote
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8,414,096
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392,892
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23,094
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1,153,550
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The foregoing proposal was approved, on an advisory basis. Based on the results of the vote, and consistent with the previously approved recommendation of the Company’s board of directors to its stockholders, the Company has adopted a policy to conduct an advisory vote on executive compensation every year until the next advisory vote on the frequency of conducting future advisory votes on executive compensation, which is expected to occur no later than the Company’s Annual Meeting of Stockholders in 2018.
The following table sets forth the number of votes cast, on an advisory basis, as to whether the stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years, the number of abstentions and the number of non-votes:
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One Year
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Two Years
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Three Years
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Abstain
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Non-Vote
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8,396,495
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142,055
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117,749
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173,782
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1,153,550
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A frequency of “one year” was approved, on an advisory basis.
The following table sets forth the number of votes cast for ratification of the appointment of Ernst & Young LLP, the number of votes cast against the ratification, the number of abstentions and the number of non-votes:
2
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For
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Against
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Abstain
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Non-Vote
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9,959,205
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23,624
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803
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0
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The foregoing proposal was approved.
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Item 8.01
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Other Events.
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The Company’s board of directors, at its regularly scheduled meeting immediately following the 2012 annual meeting of stockholders took certain actions, as follows:
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The board of directors designated M. Christian Mitchell to act as Chairman of the Board.
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The board of directors appointed the following members of its standing committees:
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o
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Audit Committee: M. Christian Mitchell (Chairman), Thomas J. Clarke Jr., Byron C. Vielehr
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Compensation Committee: Michael J. Del Giudice (Chairman), Thomas J. Clarke Jr.
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Nominating and Corporate Governance Committee: Byron C. Vielehr (Chairman), M. Christian Mitchell
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The board of directors approved revisions to the Compensation Committee Charter and the Nomination and Corporate Governance Committee Charter, in each case to reduce the minimum number of directors required to serve on each such committee, from three to two.
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The board of directors approved minor revisions to the Company’s Corporate Governance Guidelines.
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Revised copies of the documents referred to above have been posted in the Investor Relations portion of the Company’s website, under “Corporate Governance/Documents & Charters.”
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| SIGNATURES | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized. |
| REIS, INC. | ||||||
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/s/ Alexander G. Simpson
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Alexander G. Simpson
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Vice President & General Counsel
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Date:
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June 4, 2012
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