0001193125-20-177700.txt : 20200624 0001193125-20-177700.hdr.sgml : 20200624 20200624163459 ACCESSION NUMBER: 0001193125-20-177700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200618 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20200624 DATE AS OF CHANGE: 20200624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRGX GLOBAL, INC. CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 20985840 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707796610 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PRG-SCHULTZ INTERNATIONAL, INC. DATE OF NAME CHANGE: 20080327 FORMER COMPANY: FORMER CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC DATE OF NAME CHANGE: 20020125 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 8-K 1 d30968d8k.htm 8-K 8-K

 

 

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

June 18, 2020

Date of Report (Date of earliest event reported)

 

 

PRGX Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

0-28000   58-2213805
(Commission File Number)   (IRS Employer Identification No.)

 

600 Galleria Parkway, Suite 100,

Atlanta, Georgia

   30339-5949
(Address of Principal Executive Offices)   (Zip Code)

770-779-3900

(Registrant’s Telephone Number, Including Area Code)

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 (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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, no par value   PRGX   The Nasdaq Global Select Market

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.

At the 2020 annual meeting of shareholders of PRGX Global, Inc. (“PRGX” or the “Company), held on June 18, 2020 (the “Annual Meeting”), the Company’s shareholders approved all proposals recommended by the Board of Directors of the Company as described in PRGX’s proxy statement dated May 6, 2020.

With respect to Proposal 1 (election of two Class III directors and one Class I director to serve until the annual meetings of shareholders to be held in 2023 and 2021, respectively, or until their successors are elected and qualified), the nominees were elected by the following votes:

 

Director

    Shares For      Shares Withheld      Broker Non-Votes  

Kevin S. Costello

      17,567,379        136,979        3,365,489  

William F. Kimble

      17,461,128        243,230        3,365,489  

Matthew A. Drapkin

      17,486,960        217,398        3,365,489  

The Company’s other continuing directors, Mylle H. Mangum, Gregory J. Owens, Ronald E. Stewart and Joseph E. Whitters, did not stand for election at the Annual Meeting. The term of the other continuing directors currently serving in Class I, Messrs. Owens and Whitters, will expire at the 2021 annual meeting of shareholders. The term of the continuing directors currently serving in Class II, Ms. Mangum and Mr. Stewart, will expire at the 2022 annual meeting of shareholders.

With respect to Proposal 2 (to ratify BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2020), 20,925,607 shares, or 99.32% of the votes cast, voted for the proposal, 144,204 shares voted against the proposal, and 36 shares abstained from voting on the proposal.

With respect to Proposal 3 (a non-binding advisory vote to approve the Company’s executive compensation), 17,495,463 shares, or 98.94% of the votes cast, voted for the proposal, 187,125 shares voted against the proposal, 21,770 shares abstained from voting on the proposal, and there were 3,365,489 broker non-votes.

SIGNATURES

Pursuant to the requirements of Section 12 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.

 

PRGX Global, Inc.
By: /s/ Victor A. Allums                                             
      Victor A. Allums
      Senior Vice President, General Counsel and Secretary

Dated: June 24, 2020