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 9, 2015

 

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35901

 

32-0255852

(State or Other jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (ZIP Code)

 

Telephone: (630) 719-7800

(Registrant’s 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 registrant under any of the following provisions:

 

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 9, 2015, FTD Companies, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders (i) re-elected three directors as Class II directors, each to hold office for a term to expire at the third annual meeting of stockholders following his or her election until his or her successor is duly elected and qualified or until his or her earlier resignation or removal, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, (iii) approved the amendment and restatement of the FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan, and (iv) approved the FTD Companies, Inc. 2015 Employee Stock Purchase Plan.  Each of these proposals is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 28, 2015.

 

The matters voted upon at the Annual Meeting and the results of the votes are as follows:

 

Proposal One: Election of Directors.

 

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

James T. Armstrong

 

23,684,076

 

1,916,026

 

2,300,149

 

Candace H. Duncan

 

23,643,750

 

1,956,352

 

2,300,149

 

Dennis Holt

 

23,532,827

 

2,067,275

 

2,300,149

 

 

Proposal Two: Ratification of Independent Registered Public Accounting Firm.

 

Votes For

 

Votes Against

 

Abstentions

 

26,106,643

 

69,307

 

1,724,301

 

 

Proposal Three: Approval of the Amendment and Restatement of the FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

21,520,068

 

2,350,236

 

1,729,798

 

2,300,149

 

 

Proposal Four: Approval of the FTD Companies, Inc. 2015 Employee Stock Purchase Plan.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

23,803,944

 

52,644

 

1,743,514

 

2,300,149

 

 

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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.

 

 

 

 

FTD COMPANIES, INC.

 

 

 

 

 Dated:

June 11, 2015

 

By:

/s/ Becky A. Sheehan

 

 

 

 

Name:

Becky A. Sheehan

 

 

 

 

Title:

Executive Vice President and Chief Financial Officer

 

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