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): June 7, 2018 (June 5, 2018)
AFFINION GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-55577 | 16-1732155 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6 High Ridge Park
Stamford, CT 06905
(Address of Principal Executive Offices)
(203) 956-1000
(Registrant’s telephone number, including area code)
(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:
| ☐ | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
Affinion Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders on June 5, 2018 (the “Annual Meeting”). At the meeting, the stockholders voted on the following items:
Proposal 1—Election of Directors
The election of two Class II directors for a three-year term to expire at the 2021 annual meeting of stockholders received the following vote:
| Number of Votes | ||||||
| For | Withheld | Broker Non-Votes | ||||
| Gilbert S. Palter |
5,392,833 | 0 | 0 | |||
| Michael Iaccarino |
5,392,833 | 0 | 0 | |||
Each of the two director nominees received a plurality of the votes cast at the Annual Meeting and were elected as Class II directors of the Company for a three-year term to expire at the 2021 annual meeting of stockholders.
Proposal 2—Ratification of Independent Registered Public Accounting Firm
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 received the following vote:
| Number of Votes | ||||
| For |
Against |
Abstain | ||
| 5,392,833 | 0 | 0 | ||
Proposal 2 was approved by the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting.
Proposal 3—Advisory Vote on Executive Compensation
The advisory, non-binding vote on the compensation of the Company’s named executive officers received the following vote:
| Number of Votes | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 5,392,833 | 0 | 0 | 0 | |||
Proposal 3 was approved by the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting.
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.
| AFFINION GROUP HOLDINGS, INC. | ||||||
| Date: June 7, 2018 | By: | /s/ Gregory S. Miller | ||||
| Name: Gregory S. Miller | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||