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): June 13, 2014
INNERWORKINGS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other of incorporation) |
000-52170 (Commission File Number)
|
20-5997364 (I.R.S. Employer Identification No.) |
| 600 West Chicago Avenue | ||
| Suite 850 | 60654 | |
| Chicago, Illinois | (Zip Code) | |
| (Address of principal executive offices) |
(312) 642-3700
(Registrant’s telephone number, including area code)
N/A
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on June 13, 2014. The matters that were voted on at the Annual Meeting and the final voting results for each matter are set forth below.
Proposal No. 1: Election of Directors
The following nominees were elected to the Board of Directors for a one-year term expiring in 2015, as follows:
|
FOR |
WITHHELD |
BROKER NON-VOTES | ||||
| Eric D. Belcher | 43,258,917 | 91,240 | 2,784,200 | |||
| Jack M. Greenberg | 40,269,165 | 3,080,992 | 2,784,200 | |||
| Linda S. Wolf | 40,795,053 | 2,555,104 | 2,784,200 | |||
| Charles K. Bobrinskoy | 39,256,550 | 4,093,607 | 2,784,200 | |||
| J. Patrick Gallagher, Jr. | 42,929,255 | 420,902 | 2,784,200 | |||
| David Fisher | 40,795,100 | 2,555,057 | 2,784,200 | |||
| Julie M. Howard | 42,506,314 | 843,843 | 2,784,200 | |||
| Daniel M. Friedberg | 43,289,255 | 60,902 | 2,784,200 |
Proposal No. 2: Ratification of Appointment of Ernst & Young LLP to Serve as the Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2014
The ratification of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved as follows:
| FOR | AGAINST | ABSTAIN | ||
| 44,368,601 | 1,763,224 | 2,532 |
Proposal No. 3: Approval, on an Advisory, Non-Binding Basis, of the Company’s Executive Compensation
| FOR | AGAINST | ABSTAIN | ||
| 42,182,119 | 902,872 | 265,166 |
Proposal No. 4: Approval of the Amended and Restated 2006 Stock Incentive Plan
| FOR | AGAINST | ABSTAIN | ||
| 42,661,793 | 688, 189 | 175 |
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.
| INNERWORKINGS, INC. | ||
| Dated: June 13, 2014 | By: | /s/ Joseph M. Busky |
| Name: | Joseph M. Busky | |
| Title: | Chief Financial Officer | |