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 16, 2016

 


 

DEMAND MEDIA, INC.

(Exact name of Registrant as specified in its charter)

 


 

Delaware

 

001- 35048

 

20-4731239

(State or other jurisdiction
of incorporation)

 

(Commission File No.)

 

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

 

1655 26th Street
Santa Monica, California

 

90404

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 656-6253

 

Not Applicable

(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 16, 2016, Demand Media, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting, 19,416,275 shares were represented in person or by proxy, constituting approximately 95% of the Company’s outstanding shares as of April 21, 2016, the record date for the 2016 Annual Meeting. At the 2016 Annual Meeting, the following two proposals were submitted to the stockholders and the Company’s inspector of elections certified the vote tabulations indicated below.  For more information about the proposals, please refer to the definitive proxy statement for the 2016 Annual Meeting filed by the Company with the Securities and Exchange Commission on April 28, 2016 (the “Proxy Statement”).

 

Proposal 1 - Election of Directors

 

The individuals listed below were each re-elected to serve on the Company’s board of directors (the “Board”) for a three-year term expiring at the Company’s 2019 Annual Meeting of Stockholders, or until his successor is duly elected and qualified.

 

Nominee for Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Percentage of Shares
Voted in Favor

Fredric W. Harman

 

15,554,411

 

370,585

 

3,491,279

 

97.7%

Sean Moriarty

 

15,595,405

 

329,591

 

3,491,279

 

97.9%

James R. Quandt

 

15,395,774

 

529,222

 

3,491,279

 

96.7%

 

Proposal 2 - Ratification of the Independent Registered Public Accounting Firm

 

Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  This proposal was approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Percentage of Shares
Voted in Favor

19,005,152

 

33,507

 

377,616

 

 

97.9%

 

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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.

 

Date: June 17, 2016

DEMAND MEDIA, INC.

 

 

 

 

 

 

 

By:

/s/ Daniel Weinrot

 

 

Daniel Weinrot

 

 

Executive Vice President and General Counsel

 

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