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 23, 2014

 

DILIGENT BOARD MEMBER SERVICES, INC.

(Exact name of registrant as specified in Charter)

 

Delaware

 

000-53205

 

26-1189601

(State or other jurisdiction of
incorporation)

 

(Commission file no.)

 

(IRS employer identification no.)

 

 

1385 Broadway, 19th Floor

New York, NY 10018

(Address of principal executive offices)

 

(212) 741-8181

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

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 June 24, 2014 (New Zealand time), Diligent Board Member Services, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The matters voted on at the Annual Meeting and the final voting results with respect to such matters are presented below.

 

Proposal 1(a): To Elect Hans Kobler as a Class II Director — Stockholders elected Hans Kobler as a Class II Director.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

44,998,683

 

605,600

 

80,300

 

10,286,883

 

 

Proposal 1(b): To Elect Mark Weldon as a Class II Director — Stockholders elected Mark Weldon as a Class II Director.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

40,086,923

 

5,545,860

 

51,800

 

10,286,883

 

 

The continuing Class I Directors are Greg B. Petersen and A. Laurence Jones, whose terms expire at the 2016 Annual Meeting of Shareholders. The continuing Class III Directors are Mark Russell and Alessandro Sodi, whose terms expire at the 2015 Annual Meeting of Shareholders. The continuing Series A Director is David Liptak, who will serve in office until his successor is validly elected and qualified or until such time that he is removed by the holders of the Company’s Series A Preferred Stock.

 

Proposal 2: Ratification of A. Laurence Jones appointment as a Class I Director — Stockholders approved the ratification of the appointment of A. Laurence Jones as a Class I Director.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

75,018,325

 

518,579

 

147,679

 

10,286,883

 

 

Proposal 3: Ratification of the Independent Registered Public Accounting Firm — Stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

75,681,004

 

3,579

 

0

 

10,286,883

 

 

2



 

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.

 

 

Dated: June 25, 2014

DILIGENT BOARD MEMBER SERVICES, INC.

 

 

 

 

 

 

By:

/s/ Alexander Sanchez

 

 

Alexander Sanchez
Interim Chief Financial Officer

 

3