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): July 28, 2016
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 July 28, 2016. At the Annual Meeting, stockholders voted on and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement dated June 17, 2016. At the close of business on June 3, 2016, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 74,988,210 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 70,508,309 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 |
68,654,818 | 192,396 | 1,660,555 | |||
| Morgan M. Schuessler, Jr. |
68,658,157 | 189,597 | 1,660,555 | |||
| Olga Botero |
66,767,930 | 2,079,824 | 1,660,555 | |||
| Jorge Junquera |
66,767,930 | 2,079,824 | 1,660,555 | |||
| Teresita Loubriel |
66,782,822 | 2,064,932 | 1,660,555 | |||
| Néstor O. Rivera |
66,150,729 | 2,697,025 | 1,660,555 | |||
| Alan H. Schumacher |
66,752,355 | 2,095,399 | 1,660,555 | |||
| Brian J. Smith |
68,298,564 | 549,190 | 1,660,555 | |||
| Thomas W. Swidarski |
68,643,215 | 204,539 | 1,660,555 |
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016.
| FOR |
AGAINST |
ABSTAIN | ||
| 70,134,867 |
291,185 | 82,257 |
Proposal 3 - The advisory vote on executive compensation.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 67,956,473 |
801,395 | 89,886 | 1,660,555 |
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: August 1, 2016 | By: | /s/ Arturo Díaz-Abramo | ||||||
| Name: | Arturo Díaz-Abramo | |||||||
| Title: | General Counsel | |||||||