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EX-99.1 - EX-99.1 - PC CONNECTION INCex-99d1.htm

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):  May 30,  2018

PC CONNECTION, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

0‑23827

02‑0513618

(State or Other Juris-
diction of Incorporation

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

 

730 Milford Road

Merrimack, New Hampshire

03054

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  603‑683‑2000

 

(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 (see General Instruction A.2. below):

☐    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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 30,  2018,  PC Connection, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”),  at which a quorum was present in person or by proxy.

At the Annual Meeting, the Company’s  stockholders approved an amendment to the Company’s Amended and Restated 1997 Employee Stock Purchase Plan, as amended (the “1997 Plan”), which increased the number of shares of common stock that may be issued under the 1997 Plan from 1,137,500 to 1,162,500 shares, representing an increase of 25,000 shares. The amendment to the 1997 Plan had previously been adopted by the Company’s Board of Directors.

The 1997 Plan provides eligible employees the option to purchase our stock through payroll deductions.  A summary of the 1997 Plan was provided  in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 12,  2018 under the heading “Proposal Two – Approval of Amendment to Amended and Restated 1997 Stock Purchase Plan, as amended.”  A copy of the 1997 Plan, including all amendments, is attached as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description and vote count of all items voted on at the Annual Meeting:

(1)

The election of six directors to serve until the 2019  Annual Meeting of Stockholders;

(2)

The amendment of the 1997 Plan to increase the number of shares of common stock that may be issued thereunder from 1,137,500 to 1,162,500 shares, representing an increase of 25,000 shares; and

(3)

The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018.


 

The proposals were approved by the following votes:

 

 

 

 

 

Proposal #1:

For

Withheld

Broker Non-Vote

 

Election of Patricia Gallup

21,149,492

4,222,932

999,930

 

Election of David Hall

21,173,259

4,199,165

999,930

 

Election of Joseph Baute

25,121,370

251,054

999,930

 

Election of David Beffa-Negrini

21,142,687

4,229,737

999,930

 

Election of Barbara Duckett

25,193,021

179,403

999,930

 

Election of Jack Ferguson

24,898,219

474,205

999,930

 

 

 

 

 

 

 

 

 

 

 

Proposal #2:

For

Against

Abstain

Broker Non-Vote

Amendment of the Amended and Restated 1997 Plan, as amended, to increase the number of shares of common stock that may be issued thereunder from 1,137,500 to 1,162,500 shares, representing an increase of 25,000 shares;

25,348,938

15,386

 

8,099

999,931

 

 

 

 

 

 

 

 

 

 

Proposal #3:

For

Against

Abstain

Broker Non-Vote

Ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018.

26,146,917

215,379

10,058

 

Item 9.01. Financial Statements and Exhibits

 


 

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 hereunto duly authorized.

 

PC Connection, Inc.

Date:  May 31, 2018

By:

/s/ STEPHEN P. SARNO

 

 

Stephen P. Sarno
Senior Vice President, Chief Financial Officer & Treasurer