UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 16, 2015


VCA INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware

001-16783

95-4097995

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


12401 West Olympic Boulevard
Los Angeles, California 90064-1022

(Address of Principal Executive Offices, Zip Code)

(310) 571-6500
(Registrant’s Telephone Number, Including Area Code)

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 2015 Annual Meeting of Stockholders of VCA Inc. (the “Company”) was held on April 16, 2015.  The matters submitted to a vote of the Company’s stockholders and the certified results are as follows:

1.        Election of Class I Directors:  The nominees for Class I director listed below were elected by the following vote:

Nominee

For

Withheld

Broker Non-Votes

 
John M. Baumer 69,705,263 2,166,630 3,692,272
 
Frank Reddick 64,525,969 7,345,924 3,692,272

2.        Ratification of Appointment of KPMG:  The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015 was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

 
74,989,723 553,233 21,209 0

3.        Approval of VCA Inc. 2015 Annual Cash Incentive Plan:  The VCA Inc. 2015 Annual Cash Incentive Plan was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

 
70,840,084 997,806 34,003 3,692,272

4.        Approval of VCA Inc. 2015 Equity Incentive Plan:  The VCA Inc. 2015 Equity Incentive Plan was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

 
69,925,411 1,918,405 28,077 3,692,272

5.        Advisory Vote on Executive Compensation:  The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following vote:

For

Against

Abstain

Broker Non-Votes

 
68,063,563 3,759,593 48,737 3,692,272

6.        Advisory Vote on Stockholder Proposal Regarding Proxy Access:  The proxy access proposal submitted by the Comptroller of the City of New York was not approved by the following vote:

For

Against

Abstain

Broker Non-Votes

 
32,996,452 38,850,878 24,563 3,692,272
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


April 16, 2015

VCA INC.

 
 

 

/s/ Tomas W. Fuller

By:

Tomas W. Fuller

Its:

Chief Financial Officer

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