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 7, 2014
|
Web.com Group, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-51595 | 94-3327894 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
|
12808 Gran Bay Parkway West, Jacksonville, FL |
32258 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (904) 680-6600
| (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)) |
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2014 Annual Meeting of Stockholders was held on May 7, 2013 at 10:30 a.m. Eastern Time, at the Company’s headquarters in Jacksonville, Florida. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or withheld for each director, and for or against each other matter, and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Web.com’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2014.
| 1. | The following directors were elected to hold office until the date in which the Annual Meeting of Stockholders is held in 2017. The tabulation of votes on this matter was as follows: |
|
Nominees |
Number of Shares Voted For |
Number of Shares Voted Withheld |
Broker Non-Votes |
| David L. Brown | 42,769,731 | 434,337 | 2,999,866 |
| Timothy I. Maudlin | 38,255,821 | 4,948,247 | 2,999,866 |
| 2. | Web.com’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of Web.com for its fiscal year ending December 31, 2014. The tabulation of votes on this matter was as follows: |
| Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstained | |
| Ernst & Young LLP | 45,917,316 | 269,813 | 16,805 |
| 3. | Web.com’s stockholders approved the Company’s new 2014 Equity Incentive Plan. The tabulation of votes in this matter was as follows: |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 34,018,544 | 9,166,819 | 18,705 | 2,999,866 |
| 4. | Web.com’s stockholders approved, on an advisory basis, a resolution approving the compensation of Web.com’s named executive officers, as disclosed in Web.com’s proxy statement. The tabulation of votes on this matter was as follows: |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 36,630,081 | 6,536,780 | 37,207 | 2,999,866 |
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.
| Web.com Group, Inc. | |
| (Registrant) | |
| Date: May 9, 2014 | |
| /s/ Matthew P. McClure | |
| Matthew P. McClure, Secretary |