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):   AUGUST 8, 2013

 

CONSOLIDATED GRAPHICS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

TEXAS

 

001-12631

 

76-0190827

(STATE OR OTHER JURISDICTION

 

(COMMISSION FILE NUMBER)

 

(I.R.S. EMPLOYER

OF INCORPORATION)

 

 

 

IDENTIFICATION NO.)

 

5858 WESTHEIMER, SUITE 200

HOUSTON, TEXAS 77057

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

 

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977

 

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):

 

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

 

On August 8, 2013, Consolidated Graphics, Inc. (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”).  The following proposals were submitted to a vote of the shareholders through the solicitation of proxies:

 

Proposal 1 - Election of Class II Directors

 

The following persons were elected to serve as Class II Directors on the Company’s Board of Directors until the 2016 Annual Meeting, and until their successors have been duly elected and qualified or until the earlier of their resignation or removal. Voting results were as follows:

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

Gary L. Forbes

 

7,708,084

 

282,276

 

968,638

James H. Limmer

 

7,962,844

 

297,516

 

968,638

 

Directors continuing in office as Class I Directors are Brady F. Carruth and I.T. Corley and Class III Directors are Joe R. Davis and Todd A. Reppert.

 

Proposal 2 — To Approve in a Non-binding Advisory Vote the Compensation of the Named Executive Officers

 

At the Annual Meeting, the Company’s shareholders voted in favor of the non-binding advisory resolution on the compensation of the named executive officers. The voting results were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

7,838,629

 

139,056

 

12,675

 

968,638

 

Proposal 3 — To reapprove the material terms of the performance measures under the Consolidated Graphics, Inc. Annual Incentive Compensation Plan

 

At the Annual Meeting, the Company’s shareholders voted in favor of the resolution to reapprove the material terms of the performance measures under the Consolidated Graphics, Inc. Annual Incentive Compensation Plan.  The voting results were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

7,812,657

 

164,363

 

13,340

 

968,638

 

2



 

Proposal 4 — Ratify Appointment of KPMG LLP as Company’s Independent Registered Public Accounting Firm

 

At the Annual Meeting, the Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting Firm. The voting results were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

8,855,401

 

95,033

 

8,564

 

0

 

3



 

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.

 

 

 

CONSOLIDATED GRAPHICS, INC.

 

 

(Registrant)

 

 

 

 

 

 

By:

/s/ Jon C. Biro

 

 

 

 

 

Jon C. Biro

 

 

Executive Vice President and Chief Financial

 

 

and Accounting Officer

 

 

Date: August 13, 2013

 

 

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