8-K 1 a6222917.txt MAXIMUS, INC. 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 Date of Report: March 22, 2010 Date of Earliest Event Reported: March 17, 2010 ___________ MAXIMUS, INC. (Exact name of registrant as specified in its charter) Virginia 1-12997 54-1000588 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 11419 Sunset Hills Road, Reston, Virginia 20190-5207 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 251-8500 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: |_| 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. At our Annual Meeting of Shareholders held on March 18, 2010, our shareholders voted as follows: (a) To elect Paul R. Lederer, Peter B. Pond, and James R. Thompson, Jr. as Class I Directors of the Company for a three-year term. Nominee Total Votes For Total Votes Withheld Paul R. Lederer 16,119,318 449,611 Peter B. Pond 15,944,984 623,945 James R. Thompson, Jr. 8,841,913 7,727,016 Russell A. Beliveau, John J. Haley, Richard A. Montoni, Marilyn R. Seymann, Raymond B. Ruddy, and Wellington E. Webb continued their terms in office after the meeting. (b) To ratify the appointment of Ernst & Young LLP as our independent public accountants for our 2010 fiscal year. Total Votes For 16,783,013 Total Votes Against 142,579 Abstentions 940 Item 8.01 Other Events. In light of the recent merger between Watson Wyatt Worldwide, Inc. ("Watson Wyatt") and Towers, Perrin, Forster & Crosby, Inc. ("Towers Perrin"), John J. Haley resigned from the Compensation Committee of the Company's Board of Directors effective March 17, 2010. Mr. Haley was formerly the Chief Executive Officer of Watson Wyatt and now serves as the Chief Executive Officer of the combined company. Towers Perrin has provided certain compensation consulting services to the Company, and the Company plans to continue that relationship. Mr. Haley continues as a Class II director of the Company. 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. MAXIMUS, Inc. Date: March 22, 2010 By: /s/ David R. Francis ---------------------- David R. Francis General Counsel and Secretary