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 12, 2014
OUTERWALL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-22555 | 94-3156448 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification Number) | ||
| 1800 – 114th Avenue SE Bellevue, Washington |
98004 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (425) 943-8000
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. |
At the annual meeting of stockholders of Outerwall Inc. (“Outerwall”) held on June 12, 2014, Outerwall’s stockholders voted on the matters set forth below with the following results:
1. Election of directors.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| David M. Eskenazy |
14,488,850 | 144,365 | 83,929 | 2,986,624 | ||||||||||||
| Robert D. Sznewajs |
14,449,348 | 182,351 | 85,445 | 2,986,624 | ||||||||||||
2. Advisory resolution to approve the compensation of Outerwall’s Named Executive Officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| 13,677,280 | 719,723 | 320,141 | 2,986,624 | |||||||||||||
3. Ratification of the appointment of KPMG LLP as Outerwall’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
| For | Against | Abstain | ||||||||||||
| 16,087,648 | 1,606,033 | 10,087 | ||||||||||||
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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.
| OUTERWALL INC. | ||||
| Date: June 16, 2014 | By: | /s/ Donald R. Rench | ||
| Donald R. Rench | ||||
| Chief Legal Officer, General Counsel and Corporate Secretary | ||||