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EX-99.1 - EX-99.1 - PC CONNECTION INCd545694dex991.htm
EX-99.2 - EX-99.2 - PC CONNECTION INCd545694dex992.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

Date of Report (Date of earliest event reported): May 29, 2013 (May 22, 2013)

 

 

PC CONNECTION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-23827   02-0513618

(State or Other Jurisdiction

of Incorporation

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

730 Milford Road

Merrimack, New Hampshire

  03054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 603-683-2000

 

(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 (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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2013, PC Connection, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan, as amended (the “2007 Plan”), which increased the number of shares of common stock that may be issued under the 2007 Plan from 1,200,000 to 1,400,000 shares, representing an increase of 200,000 shares. The amendment to the 2007 Plan had previously been adopted by the Company’s Board of Directors (the “Board”).

In addition, the Company’s stockholders also approved an amendment to the Company’s Executive Bonus Plan, as amended (the “Executive Bonus Plan”), to provide, among other things, for base-level bonuses as a percentage of base salary for the Company’s Chief Administrative Officer and Chief Financial Officer. The amendment to the Executive Bonus Plan had previously been adopted by the Board.

A summary of the 2007 Plan and Executive Bonus Plan’s terms, including a discussion of awards to our executive officers under the 2007 Plan, was provided in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 9, 2013 under the headings “Proposal Four – Approval of Amendment to Amended and Restated 2007 Stock Incentive Plan, as amended” and “Proposal Five – Approval of Amendment to Executive Bonus Plan” and are incorporated herein by reference. A copy of the 2007 Plan and Executive Bonus Plan, including all amendments, are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description and vote count of all items voted on at the Annual Meeting:

 

  (1) The election of six directors to serve until the 2014 Annual Meeting of Stockholders;

 

  (2) The approval of an advisory vote on executive compensation;

 

  (3) To hold an advisory vote on the frequency of future executive compensation advisory votes;

 

  (4) The amendment of the 2007 Plan to increase the number of shares of common stock that may be issued thereunder from 1,200,000 to 1,400,000 shares, representing an increase of 200,000 shares;

 

  (5) The amendment of the Executive Bonus Plan to provide, among other things, for base-level bonuses as a percentage of base salary for the Company’s Chief Administrative Officer and Chief Financial Officer; and

 

  (6) The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our registered public accounting firm for the year ending December 31, 2013.


The proposals were approved by the following votes:

 

Proposal #1:    For      Withheld      Broker Non-
Vote
 

Election of Patricia Gallup

     19,870,053         3,915,650         1,722,187   

Election of David Hall

     19,887,358         3,898,345         1,722,187   

Election of Joseph Baute

     23,371,731         413,972         1,722,187   

Election of David Beffa-Negrini

     19,725,473         4,060,230         1,722,187   

Election of Barbara Duckett

     23,385,337         400,366         1,722,187   

Election of Donald Weatherson

     23,381,828         403,875         1,722,187   

 

Proposal #2:    For      Abstain      Against      Broker Non-
Vote
 

To approve an advisory vote on executive compensation;

     23,548,068         43,636         193,998         1,722,188   

 

Proposal #3:    Every 1
Year
     Every 2
Years
     Every 3
Years
     Abstain      Broker Non-
Vote
 

To hold an advisory vote on the frequency of the future executive compensation advisory votes;

     5,597,575         46,553         17,918,571         223,001         1,722,190   

 

Proposal #4:    For      Abstain      Against      Broker Non-
Vote
 

Amendment of the Company’s Amended and Restated 2007 Plan to increase the number of shares of common stock that may be issued thereunder from 1,200,000 to 1,400,000 shares, representing an increase of 200,000 shares;

     23,601,877         5,983         177,842         1,722,188   

 

Proposal #5:    For      Abstain      Against      Broker Non-
Vote
 

Amendment of the Executive Bonus Plan to provide, among other things, for base-level bonuses as a percentage of base salary for the Company’s Chief Administrative Officer and Chief Financial Officer;

     23,607,670         15,033         162,999         1,722,188   


Proposal #6:    For      Abstain      Against      Broker Non-
Vote
 

Ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013.

     25,331,245         35,164         141,481         —     

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits

 

99.1    Amended and Restated 2007 Stock Incentive Plan, as amended
99.2    Executive Bonus Plan, as amended


SIGNATURE

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.

 

    PC Connection, Inc.
Date: May 29, 2013     By:  

/s/ JOSEPH DRISCOLL

      Joseph Driscoll
      Senior Vice President, Treasurer, and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Amended and Restated 2007 Stock Incentive Plan, as amended
99.2    Executive Bonus Plan, as amended