0001016125-11-000013.txt : 20110517 0001016125-11-000013.hdr.sgml : 20110517 20110517150356 ACCESSION NUMBER: 0001016125-11-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110517 DATE AS OF CHANGE: 20110517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTIMATE SOFTWARE GROUP INC CENTRAL INDEX KEY: 0001016125 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650694077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24347 FILM NUMBER: 11851178 BUSINESS ADDRESS: STREET 1: ULTIMATE SOFTWARE GROUP INC STREET 2: 2000 ULTIMATE WAY CITY: WESTON STATE: FL ZIP: 33326 BUSINESS PHONE: 9542661000 MAIL ADDRESS: STREET 1: ULTIMATE SOFTWARE GROUP INC STREET 2: 2000 ULTIMATE WAY CITY: WESTON STATE: FL ZIP: 33326 8-K 1 form8-k.htm ANNUAL MEETING VOTING RESULTS form8-k.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 17, 2011


_______________


THE ULTIMATE SOFTWARE GROUP, INC.
(Exact name of Registrant as specified in its charter)

 
            Delaware            
(State or other jurisdiction of Incorporation)
 
         000-24347         
(Commission File Number)
 
     65-0694077     
(IRS Employer Identification No.)
 
 
 
 
      2000 Ultimate Way, Weston, Florida___
(Address of principal executive offices)
 
 
 
         33326        
(Zip Code)


                       (954) 331-7000                       
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  
Written communication 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 ))




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

The Ultimate Software Group, Inc. and subsidiaries (“Ultimate” or the “Company”) held its 2011 annual meeting of stockholders (“Annual Meeting of Stockholders”) on May 17, 2011.  The principal business of the meeting was (i) to elect two directors to serve until the 2014 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (ii) to ratify KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; (iii) to approve by non-binding advisory vote the compensation paid to Ultimate’s named executive officers; and (iv) to recommend, by non-binding advisory vote, the frequency of future advisory votes on the compensation paid to Ultimate’s named executive officers.  The final voting results for each of the proposals submitted to a vote are below.

(i) The names of the nominees for directors whose term expired at the Annual Meeting of Stockholders of the Company and who were elected to serve as directors until the 2014 Annual Meeting of Stockholders are as follows:

Nominee
  
For
  
Withheld Vote
  
Broker Non Votes
LeRoy A. Vander Putten
  
20,540,621
  
1,940,427
  
2,838,708
Robert A. Yanover
  
20,540,621
  
1,940,427
  
2,838,708

 (ii) The results of the vote to ratify KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 are as follows:

For
  
Against
  
Abstain
  
Broker Non Votes
  
25,060,802
  
256,674
  
2,280
  
0
  
               

(iii) The results of the non-binding advisory vote to approve the compensation paid to Ultimate’s named executive officers:

For
  
Against
  
Abstain
  
Broker Non Votes
  
14,487,188
  
7,985,597
  
8,263
  
2,838,708
  
               

(iv) The results of the non-binding advisory vote to recommend the frequency of future advisory votes on the compensation paid to Ultimate’s named executive officers:

1 Year
  
2 Years
  
3 Years
  
Abstain
  
Broker Non Votes
  
20,743,757
  
73,945
  
1,661,758
  
1,588
  
2,838,708
  



 
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 thereunto duly authorized.

   
THE ULTIMATE SOFTWARE GROUP, INC.
     
   
By:  /s/ Mitchell K. Dauerman
   
Mitchell K. Dauerman
   
Executive Vice President, Chief Financial Officer and Treasurer
   
(Principal Financial and Accounting Officer)
     
Dated:  May 17, 2011
    









 
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