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 earliest event reported: June 12, 2015
Actua Corporation
(Exact name of registrant as specified in charter)
| Delaware | 001-16249 | 23-2996071 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
555 East Lancaster Avenue, Suite 640, Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)
(610) 727-6900
(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 |
On June 12, 2015, Actua Corporation (“Actua”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 17, 2015, the record date for the Annual Meeting, there were a total of 40,026,281 shares of Actua Common Stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 37,294,302 shares of Actua Common Stock were represented in person or by proxy, and, accordingly, a quorum was present.
The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final number of votes cast for and cast against with respect to each such matter, as well as the number of abstentions and broker non-votes, as applicable, with respect to each such matter.
1. The votes on the re-election of David J. Adelman, David J. Berkman and David K. Downes as Class I directors, each for a term of three years or until the director’s successor is elected and qualified, were as follows:
| Nominee |
Votes For | Votes Against |
Abstentions | Broker Non- Votes |
||||||||||||
| David J. Adelman |
34,324,796 | 1,029,006 | 39,118 | 1,901,382 | ||||||||||||
| David J. Berkman |
34,135,698 | 1,233,908 | 23,314 | 1,901,382 | ||||||||||||
| David K. Downes |
34,270,894 | 1,098,756 | 23,270 | 1,901,382 | ||||||||||||
2. The vote on the ratification of the appointment of KPMG LLP as Actua’s independent registered public accountant for the year ending December 31, 2015 was as follows:
| Votes For |
Votes Against |
Abstentions |
||||||||
| 36,206,974 | 820,836 | 266,492 | ||||||||
3. The advisory vote regarding the compensation of Actua’s named executive officers, as disclosed in Actua’s proxy statement for the Annual Meeting, was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes |
|||||||||||
| 17,409,266 | 17,680,881 | 302,773 | 1,901,382 | |||||||||||
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SIGNATURE
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, thereunto duly authorized.
| ACTUA CORPORATION | ||||||
| Date: June 16, 2015 | By: | /s/ Suzanne L. Niemeyer | ||||
| Name: | Suzanne L. Niemeyer | |||||
| Title: | Managing Director, General Counsel and Secretary | |||||
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