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 14, 2014

 

DEX MEDIA, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-35895

 

13-2740040

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

(Address of Principal Executive Offices)

 

(972) 453-7000

(Registrant’s telephone number, including area code)

 

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:

 

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 May 14, 2014, Dex Media, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2014 (the “Proxy Statement”). The number of shares present in person or by proxy at the annual meeting was 15,343,133, representing 86.99% of the 17,637,461 shares issued and outstanding that were entitled to vote on March 17, 2014, the record date for the annual meeting. The final voting results for the matters submitted to a vote of stockholders were as follows:

 

Proposal 1. Each of the directors listed below was re-elected as a director of the Company for a one-year term expiring in 2015 or until his respective successor is duly elected and qualified. The nominees for directors were elected based on the following votes:

 

Director

 

Votes “FOR”

 

Votes “Against”

 

Abstentions

 

Broker Non-
Votes

Jonathan B. Bulkeley

 

10,681,100

 

224,624

 

850

 

4,436,559

Thomas D. Gardner

 

10,488,281

 

417,400

 

893

 

4,436,559

W. Kirk Liddell

 

10,676,313

 

229,297

 

964

 

4,436,559

Peter J. McDonald

 

10,673,344

 

232,081

 

1,149

 

4,436,559

Thomas S. Rogers

 

10,498,371

 

402,282

 

5,921

 

4,436,559

Alan F. Schultz

 

10,681,183

 

224,321

 

1,070

 

4,436,559

John Slater

 

10,645,437

 

259,981

 

1,156

 

4,436,559

Douglas D. Wheat

 

10,660,040

 

245,577

 

957

 

4,436,559

 

Proposal 2. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement was approved based on the following votes:

 

Votes “FOR”

 

Votes “Against”

 

Abstentions

 

Broker Non-Votes

9,909,938

 

980,018

 

16,618

 

4,436,559

 

Proposal 3. The proposal to recommend, on an advisory basis, the frequency of advisory votes to approve the compensation of the Company’s named executive officers was approved for “1 Year” based on the following votes:

 

2



 

1 Year

 

2 Years

 

3 Years

 

Abstentions

10,817,621

 

27,290

 

57,317

 

4,346

 

In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.

 

Proposal 4. The proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2014, was approved based on the following votes:

 

Votes “FOR”

 

Votes “Against”

 

Abstentions

15,055,737

 

260,109

 

27,287

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

DEX MEDIA, INC.

 

 

 

 

 

 

 

By:

/s/ Raymond R. Ferrell

 

 

Name:

Raymond R. Ferrell

 

 

Title:

Executive Vice President —

 

 

 

General Counsel and Corporate Secretary

 

 

 

 

Date:  May 20, 2014

 

 

 

 

4