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): May 29, 2015
EVERTEC, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Puerto Rico |
001-35872 | 66-0783622 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) | ||
| Cupey Center Building, Road 176 Kilometer 1.3, San Juan,
Puerto Rico |
00926 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(787) 759-9999
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, 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:
| ¨ | 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.
EVERTEC, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 29, 2015. At the Annual Meeting, stockholders voted on and approved four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 16, 2015. At the close of business on March 31, 2014, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 77,443,004 shares of the Company’s Common Stock, $0.01 par value per share, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. Present at the Annual Meeting in person or by proxy were holders of shares representing 74,371,012 shares of Common Stock.
The final voting results were as follows:
| Proposal 1- |
Election of Directors. |
| FOR | WITHHELD | BROKER NON-VOTES | ||||||||||
| Frank G. D’Angelo |
72,890,689 | 347,101 | 1,133,222 | |||||||||
| Morgan M. Schuessler, Jr. |
73,053,799 | 183,991 | 1,133,222 | |||||||||
| Olga Botero |
73,038,784 | 199,006 | 1,133,222 | |||||||||
| Jorge Junquera |
72,906,776 | 331,014 | 1,133,222 | |||||||||
| Teresita Loubriel |
64,836,125 | 8,401,665 | 1,133,222 | |||||||||
| Néstor O. Rivera |
52,309,774 | 20,928,016 | 1,133,222 | |||||||||
| Alan H. Schumacher |
62,325,674 | 10,912,116 | 1,133,222 | |||||||||
| Brian J. Smith |
72,816,054 | 421,736 | 1,133,222 | |||||||||
| Thomas W. Swidarski |
73,054,099 | 183,691 | 1,133,222 | |||||||||
| Proposal 2- |
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015. |
| FOR |
AGAINST |
ABSTAIN | ||
| 74,229,703 | 139,959 | 1,350 |
| Proposal 3- |
The advisory vote on executive compensation. |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 72,949,806 | 281,698 | 6,286 | 1,133,222 |
| Proposal 4- |
The advisory vote on the frequency of the executive compensation advisory vote. |
| 1 Year |
2 Years |
3 Years |
ABSTAIN | |||
| 64,836,824 | 232,018 | 8,165,898 | 3,050 |
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.
| EVERTEC, Inc. (Registrant) | ||||
| Date: June 1, 2015 | By: | /s/ Juan J. Román | ||
| Name: Juan J. Román | ||||
| Title: Chief Financial Officer | ||||