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): April 30, 2015
(Exact name of registrant as specified in its charter)
| Delaware | 1-12804 | 86-0748362 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
(Address of principal executive offices) (Zip Code)
(480) 894-6311
(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 240.14-d2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4e(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
Our annual meeting of stockholders was held on April 30, 2015, in Phoenix, Arizona. Stockholders of record at the close of business on March 12, 2015 were entitled to vote at the meeting on the basis of one vote for each share held. On March 12, 2015, there were 45,834,617 shares of common stock outstanding.
At the annual meeting, the stockholders of the Company voted on the following proposals:
| 1. | To elect three members of the Board of Directors to hold office to either a one-year term (if Proposal 4 is approved) or a three-year term (if Proposal 4 is not approved). Each nominee for director was elected by a vote of the stockholders as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Jeffrey S. Goble |
35,391,324 | 5,565,124 | 69,734 | 2,264,851 | ||||||||||||
| James J. Martell |
35,769,259 | 5,187,189 | 69,734 | 2,264,851 | ||||||||||||
| Stephen A McConnell |
40,649,775 | 306,674 | 69,733 | 2,264,851 | ||||||||||||
| 2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015. The proposal was approved by a vote of stockholders as follows: |
| For | 43,024,937 | |||
| Against |
166,030 | |||
| Abstain |
100,066 | |||
| Broker Non-Votes |
— |
| 3. | To vote on an advisory (non-binding) resolution to indicate support for the Company’s compensation philosophy, policies, and practices and their implementation. The proposal was approved by a vote of stockholders as follows: |
| For |
27,275,965 | |||
| Against |
13,640,936 | |||
| Abstain |
109,281 | |||
| Broker Non-Votes |
2,264,851 |
| 4. | To approve an amendment to the Company’s certificate of incorporation to effect the declassification of our Board. The proposal was approved by a vote of stockholders as follows: |
| For |
40,809,346 | |||
| Against |
110,275 | |||
| Abstain |
106,561 | |||
| Broker Non-Votes |
2,264,851 |
| 5. | To approve an extension, amendment and restatement of the Company’s Equity Incentive Plan. The proposal was approved by a vote of stockholders as follows: |
| For |
39,878,350 | |||
| Against |
1,043,781 | |||
| Abstain |
104,051 | |||
| Broker Non-Votes |
2,264,851 |
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.
| MOBILE MINI, INC. | ||||||
| Dated: May 6, 2015 | /s/ Christopher J. Miner | |||||
| Name: Christopher J. Miner | ||||||
| Title: Senior Vice President and General Counsel | ||||||