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:  May 29, 2014

 

MILLENNIAL MEDIA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

000-35478

 

20-5087192

(Commission File No.)

 

(IRS Employer Identification No.)

 

2400 Boston Street, Suite 201

Baltimore, MD 21224

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (410) 522-8705

 

 

(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:

 

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 29, 2014, Millennial Media, Inc. (the “Company”) held its 2014 annual meeting of stockholders (the “Annual Meeting”).  Of the 106,898,984 shares outstanding as of the record date, 86,686,460 shares, or 81%, were present or represented by proxy at the Annual Meeting.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal 1 — Election of Directors

 

The following two Class II directors were elected to serve for three-year terms until the 2017 annual meeting of stockholders and until their respective successors are elected and qualified.

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Robert P. Goodman

 

65,795,901

 

3,221,869

 

17,668,690

Patrick Kerins

 

65,793,698

 

3,224,072

 

17,668,690

 

Proposal 2 — Approval of Amendment No. 1 to the 2012 Equity Incentive Plan.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

52,518,518

 

16,444,015

 

55,236

 

17,668,691

 

Proposal 3 — Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

86,368,285

 

276,367

 

41,808

 

0

 

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.

 

 

 

MILLENNIAL MEDIA, INC.

 

 

 

 

By:

/s/ Ho Shin

Date: June 2, 2014

 

Ho Shin

 

 

General Counsel and Chief Privacy Officer

 

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