Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - DOLLAR THRIFTY AUTOMOTIVE GROUP INC | exhibit32.htm |
| EX-10.260 - EXHIBIT 10.260 - DOLLAR THRIFTY AUTOMOTIVE GROUP INC | exhibit10260.htm |
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 6, 2012
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 5.02(e)
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COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On June 7, 2012, the stockholders of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”) approved the addition of 950,000 common shares to the Company’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “Plan”) pursuant to the Fourth Amendment to the Plan (the “Amendment”). In addition, the stockholders approved extending the term of the Plan so that awards may be granted through June 30, 2018.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.260 and is incorporated herein by reference.
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ITEM 5.03(a)
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
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On June 6, 2012, the Board of Directors (the “Board”) of the Company adopted the Fifth Amended and Restated Bylaws (the “Bylaws”). The following are the principal changes made in the Bylaws:
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(1)
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Amended the advance notice periods for stockholder proposals and nominations for annual meetings of stockholders so that they are determined by reference to the one-year anniversary of the date of the prior year’s annual meeting and made comparable amendments to the advance notice periods for special meetings of stockholders.
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(2)
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Amended the information required to be provided by stockholder proponents.
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The foregoing description of the Bylaws is qualified in its entirety by reference to the Bylaws attached hereto as Exhibit 3.2 and is incorporated herein by reference.
2
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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 7, 2012, 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 2013 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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21,048,833
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3,659,260
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1,235,221
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Maryann N. Keller
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21,048,797 |
3,659,296
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1,235,221
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Hon. Edward C. Lumley
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19,866,530 |
4,841,563
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1,235,221
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Richard W. Neu
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19,682,484 |
5,025,609
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1,235,221
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John C. Pope
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19,885,548 |
4,822,545
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1,235,221
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Scott L. Thompson
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20,955,772
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3,752,321
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1,235,221
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(2)
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Appointment of Independent Registered Public Accounting Firm: Ernst & Young LLP was ratified as the auditors of the Company’s financial statements for fiscal year 2012 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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25,893,149
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3,094
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47,071
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(3)
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Advisory Vote to Approve Compensation of Named Executive Officers: The Company’s stockholders approved, on a non-binding advisory basis, the 2011 compensation of the Company’s named executive officers, as described in the Company’s 2012 proxy statement, 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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Broker Non-Votes
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24,194,848
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293,317
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219,928
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1,235,221
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(4)
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Amendments to Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan: The amendments consisting of (1) the addition of 950,000 shares and (2) to extend the term of the Plan to June 30, 2018 were approved 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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Broker Non-Votes
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24,016,840
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640,633
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50,620
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1,235,221
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(5)
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Amendment to the Certificate of Incorporation to Increase the Authorized Common Share Capital: The Company’s stockholders approved increasing the common share capital of the Company to 200 million shares from 50 million shares 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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19,229,267
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6,656,788
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57,259
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3
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
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Exhibit No.
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Description
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3.2
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Fifth Amended and Restated By-Laws of Dollar Thrifty Automotive Group, Inc., adopted effective as of June 6, 2012
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10.260
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Fourth Amendment to Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan
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4
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 8, 2012
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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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5
INDEX TO EXHIBITS
Exhibit No. Description
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3.2
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Fifth Amended and Restated By-Laws of Dollar Thrifty Automotive Group, Inc., adopted effective as of June 6, 2012
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10.260
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Fourth Amendment to Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan
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6