0001059262-19-000029.txt : 20190510 0001059262-19-000029.hdr.sgml : 20190510 20190509192142 ACCESSION NUMBER: 0001059262-19-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190510 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190510 DATE AS OF CHANGE: 20190509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SP Plus Corp CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 19812386 BUSINESS ADDRESS: STREET 1: 200 E. RANDOLPH STREET STREET 2: SUITE 7700 CITY: CHICAGO STATE: IL ZIP: 60601-7702 BUSINESS PHONE: 312-274-2000 MAIL ADDRESS: STREET 1: 200 E. RANDOLPH STREET STREET 2: SUITE 7700 CITY: CHICAGO STATE: IL ZIP: 60601-7702 FORMER COMPANY: FORMER CONFORMED NAME: SP PLUS Corp DATE OF NAME CHANGE: 20131202 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD PARKING CORP DATE OF NAME CHANGE: 20030506 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 8-K 1 a2019electionresults.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934

May 10, 2019 (May 8, 2019)
Date of report (date of earliest event reported)

SP PLUS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-50796
16-1171179
(Commission File Number)
(IRS Employer Identification No.)

200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601‑7702
(Address of Principal Executive Offices)  (Zip Code)

(312) 274-2000
(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))

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). 

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 [ ]






Section 5-Corporate Governance and Management

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

On May 8, 2019, SP Plus Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected six (6) directors; (ii) approved, on a non-binding, advisory basis, a resolution approving the 2018 compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019. The Proposals presented at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2019. Holders of 21,275,662 shares of the Company’s common stock, or approximately 93.1% of the 22,853,588 shares of common stock that were issued and outstanding and entitled to vote as of the record date, March 29, 2019, were present in person or represented by proxy at the Annual Meeting.

The following are the final voting results on the three Proposals presented to the Company’s stockholders at the Annual Meeting.

Proposal 1: Election of Directors

The Company’s stockholders elected each of the director nominees nominated by the Company’s Board of Directors to serve as directors until the 2020 annual meeting of stockholders by the following vote:

  
Nominees
For
 
Withhold
 
Broker Non-Votes
G Marc Baumann
20,267,948

 
75,750

 
931,964

Karen M. Garrison
20,163,587

 
180,111

 
931,964

Alice M. Peterson
20,267,504

 
76,194

 
931,964

Gregory A. Reid
50,261,980

 
81,718

 
931,964

Wyman T. Roberts
20,199,654

 
144,044

 
931,964

Douglas R. Waggoner
20,218,918

 
124,780

 
931,964



Proposal 2: Non-Binding, Advisory Vote on the 2018 Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis, a resolution approving the 2018 compensation of the Company’s named executive officers. The table below sets forth the voting results for Proposal 2:
  
For
Against
Abstain
Broker Non-Votes
19,414,979
899,686
29,033
931,964


Proposal 3: Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The table below sets forth the voting results for Proposal 4:

For
Against
Abstain
Broker Non-Votes
20,966,209
303,928
5,525
0






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.

 
SP PLUS CORPORATION
 
 
 
 
Date: May 9, 2019
By:      /s/ ROBERT N. SACKS
 
      Robert N. Sacks,
      Chief Legal Counsel