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
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Date of report (Date of earliest event reported) June 6, 2014 (June 4, 2014) |
REIS, INC.
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(Exact Name of Registrant as Specified in Charter)
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Maryland
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(State or Other Jurisdiction of Incorporation)
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1-12917
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13-3926898
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(Commission File Number)
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(IRS Employer Identification No.)
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530 Fifth Avenue, New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 921-1122
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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
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Submission of Matters to a Vote of Security Holders.
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To elect one director to a term expiring at the 2017 annual meeting of stockholders and upon the election and qualification of his successor.
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To consider and vote upon the approval of an advisory resolution on executive compensation (commonly referred to as “Say on Pay”).
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To consider and vote upon the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
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(1)
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The following table sets forth the number of votes cast for each director nominee, the number of votes withheld and the number of non-votes with respect to each director nominee:
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Name
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For
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Withhold
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Non-Vote
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Lloyd Lynford (class of 2017)
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8,001,998
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395,382
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2,200,350
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(2)
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The following table sets forth the number of votes cast, on an advisory basis, for the approval of the compensation of the Company’s named executive officers, the number of votes cast against such advisory approval, the number of abstentions and the number of non-votes:
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For
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Against
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Abstain
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Non-Vote
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8,026,642
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357,132
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13,606
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2,200,350
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(3)
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The following table sets forth the number of votes cast for ratification of the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2014, the number of votes cast against the ratification, the number of abstentions and the number of non-votes:
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For
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Against
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Abstain
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Non-Vote
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10,534,647
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25,797
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37,286
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0
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Item 8.01
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Other Events.
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The board of directors reappointed the following members of its standing committees:
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o
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Audit Committee: M. Christian Mitchell (Chairman), Thomas J. Clarke Jr., Byron C. Vielehr
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o
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Compensation Committee: Thomas J. Clarke Jr. (Chairman), Byron C. Vielehr
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o
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Nominating and Corporate Governance Committee: Byron C. Vielehr (Chairman), M. Christian Mitchell
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The board of directors approved the following revised policies, charters and guidelines:
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o
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Code of Business Conduct and Ethics of Directors, Senior Financial Officers, Other Officers and All Other Employees
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Whistleblower Policy
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Policy for Transactions in Reis Securities and Insider Trading and Tipping
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Audit Committee Charter
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o
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Compensation Committee Charter
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o
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Nominating and Governance Committee Charter
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o
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Corporate Governance Guidelines
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By:
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/s/ Mark P. Cantaluppi
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Mark P. Cantaluppi
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Vice President, Chief Financial Officer
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Date:
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June 6, 2014
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