8-K 1 f8k_042613.htm FORM 8-K f8k_042613.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) April 24, 2013

___________________
 
Standard Parking Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-50796
  
16-1171179
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
 Identification No.)
 
 
900 N. Michigan Avenue, Suite 1600
Chicago, Illinois
  
60611
  
 
(Address of principal executive offices, including zip code)
  
(Zip Code)
  
 
Registrant's telephone number, including area code:   (312) 274-2000
 
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))

 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders
 
On April 24, 2013, Standard Parking Corporation (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 21,870,770 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 20,948,752 shares were present either in person or by proxy.

The following describes the matters considered by the Company’s stockholders at the Annual Meeting and the results of the votes cast at the Annual Meeting.

Proposal 1.
To elect nine directors of the Company to hold office until the next Annual Meeting of Stockholders in 2014.
 
Nominees
  
For
    
Withheld
    
Broker Non-Votes
  
Charles L. Biggs
     20,102,838       75,042       770,872  
Karen M. Garrison
     20,043,916       133,964       770,872  
Paul Halpern
     19,914,272       263,608       770,872  
Robert S. Roath
     20,045,116       132,764       770,872  
Michael J. Roberts
     20,045,116       132,764       770,872  
Jonathan P. Ward
     19,873,349       304,531       770,872  
Myron C. Warshauer
     18,790,572       1,387,308       770,872  
James A. Wilhelm
     19,913,772       264,108       770,872  
Gordon H. Woodward
     19,914,272       263,608       770,872  

Proposal 2.
To amend the Standard Parking Corporation Long-Term Incentive Plan and to approve the material terms of the performance goals under the Plan.

For
  
Against
  
Abstain
  
Broker Non-Votes
18,131,033
  
2,043,412
  
3,435
  
770,872


Proposal 3.
To approve the material terms of the performance goals under the Standard Parking Corporation Management Incentive Program.

For
  
Against
  
Abstain
  
Broker Non-Votes
19,945,218
  
229,127
  
3,535
  
770,872
 

Proposal 4.
To cast an advisory vote on the compensation of our named executive officers.
 
For
  
Against
  
Abstain
  
Broker Non-Votes
20,034,723
  
126,742
  
16,415
  
770,872
 
Proposal 5.
To ratify the appointment of Ernst & Young LLP as Standard Parking’s independent registered public accounting firm for the Company for 2013.
 
For
  
Against
  
Abstain
20,668,649
  
276,775
  
3,328
 
As a result, the stockholders elected each nominee as a director of the Company, approved amending the Standard Parking Corporation Long-Term Incentive Plan (the “Plan”) and the material terms of the performance goals under the Plan, approved the material terms of the performance goals under the Standard Parking Corporation Management Incentive Program, approved the Company’s executive compensation, and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.

 
 
 
 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
Standard Parking Corporation
 
 
Date: April 26, 2013
  
/s/ G. Marc Baumann
G. Marc Baumann
Chief Financial Officer and
  President of Urban Operations