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EX-99.1 - EX-99.1 - LOCAL Corp | d767593dex991.htm |
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
August 5, 2014
Date of Report (Date of earliest event reported)
LOCAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34197 | 33-0849123 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7555 Irvine Center Drive
Irvine, California 92618
(Address of principal executive offices, zip code)
(949) 784-0800
(Registrants 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 issuer 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. |
On August 5, 2014 the Registrant held its 2014 Annual Meeting of Stockholders. The following matters were submitted to a vote of stockholders:
| The election of one director as a Class I member of the Registrants Board of Directors for a three year term expiring in 2017; |
| The ratification of BDO USA, LLP as the Registrants independent registered public accounting firm for the fiscal year ending December 31, 2014; |
| The advisory vote on executive compensation disclosed in the Registrants proxy statement. |
As of the record date of June 17 2012, there were 23,227,207 shares of Common Stock outstanding and entitled to vote at the meeting. The holders of 14,149,944 shares of Common Stock were represented in person or by proxy at the meeting, constituting a quorum.
At the annual meeting, the director nominated was re-elected and the proposals noted above were all approved. The vote with respect to the election of the director was as follows:
Director |
For |
Withheld |
Broker Non-Votes | |||
Norman K. Farra, Jr. |
4,106,153 |
406,494 | 9,637,297 |
The vote with respect to the ratification of the appointment of BDO USA, LLP as the Registrants independent registered public accounting firm for the fiscal year ending December 31, 2014 was as follows:
For |
Against |
Abstain |
Broker Non-Votes | |||
13,855,291 |
54,338 | 239,185 | 0 |
The vote with respect to the advisory vote on executive compensation was as follows:
For |
Against |
Abstain |
Broker Non-Votes | |||
3,899,454 |
534,851 |
78,342 |
9,637,297 |
On August 5, 2014, the Registrant issued a press release announcing the results of its 2014 Annual Meeting of Stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Item 8.01 | Other Events |
Also on August 5, 2014, the Registrants board of directors announced the composition of its standing committees going forward. John Rehfeld, David Hughes and John Payne will serve on the boards audit committee. Rehfeld and Payne will serve on the boards compensation committee and Rehfeld and Hughes will serve on the boards nominating and corporate governance committee. Rehfeld will serve as chairman of each of these committees.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit 99.1 Press Release of Local Corporation dated August 5, 2014.
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.
LOCAL CORPORATION | ||||||
Date: August 5, 2014 | By: | /s/ Kenneth Cragun | ||||
Kenneth Cragun | ||||||
Chief Financial Officer and Secretary |
Exhibit Index
Exhibit Number |
Description | |
99.1 | Press Release of Local Corporation dated August 5, 2014. |