Delaware
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0-28271
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13-3895178
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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462 Broadway, 6th Floor, New York, New York
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10013
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 219-8555
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_____________________
(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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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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·
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elected David Liu as director, whose term expires at the 2014 Annual Meeting of Stockholders or when his successor is elected and qualified.
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·
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adopted the Company’s 2011 Long-Term Incentive Plan with respect to covered employees and executive officers.
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·
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approved filing an amendment to the Company’s Amended and Restated Certificate of Incorporation that will change the Company’s name to XO Group Inc.
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·
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ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2011.
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·
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advised that they approve the compensation of the Company’s named executive officers for the year ended December 31, 2010, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure included the Compensation Discussion and Analysis, the compensation tables, and any related material in the Company’s definitive proxy statement for the 2011 Annual Meeting).
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·
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advised that an advisory resolution with respect to executive compensation should be presented to the stockholders every year.
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Director Nominee
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For
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Against
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Withheld
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Broker
Non-Votes
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||||
David Liu
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23,417,120
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0
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1,393,794
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2,525,206
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Proposal
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For
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Against
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Abstain
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Broker
Non-Votes
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||||
2011 Long-Term Incentive Plan
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23,504,086
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1,205,261
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101,567
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2,525,206
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||||
Change the Company’s Name
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27,122,299
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152,546
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61,275
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–
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||||
Ratification of Ernst & Young LLP
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26,831,402
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494,481
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10,237
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–
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||||
Advisory Vote on Executive Comp.
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23,831,832
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867,984
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111,098
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2,525,206
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Proposal
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1 Year
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2 Years
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3 Years
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Abstain
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||||
Advisory Vote on Frequency of Future Votes on Executive Comp.
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17,735,515
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57,717
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7,003,980
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13,702
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Item 8.01.
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Other Events.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following documents are included as exhibits to this report:
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99.1
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Press Release dated June 15, 2011.
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THE KNOT, INC.
(Registrant)
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|||
Date: June 17, 2011
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By:
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/s/ JEREMY LECHTZIN
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Jeremy Lechtzin
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|||
Senior Vice President, General Counsel and Secretary
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