Form 8-K

0001193125-11-189276.txt : 20110715 0001193125-11-189276.hdr.sgml : 20110715 20110715144657 ACCESSION NUMBER: 0001193125-11-189276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110712 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110715 DATE AS OF CHANGE: 20110715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOOKSMART LTD CENTRAL INDEX KEY: 0001077866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133904355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26357 FILM NUMBER: 11970323 BUSINESS ADDRESS: STREET 1: 55 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4153487000 MAIL ADDRESS: STREET 1: 55 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 d8k.htm FORM 8-K Form 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 (date of earliest event reported): July 12, 2011

LookSmart, Ltd.

(Exact name of registrant as specified in its charter)

Delaware

000-26357

13-3904355

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

55 Second Street

San Francisco, CA 94105

(Address of principal executive offices, with zip code)

(415) 348-7000

(Registrant’s telephone number, including area code)

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.

The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of LookSmart, Ltd. (the “Company”) was held on July 12, 2011. At the Annual Meeting, the Company’s stockholders voted for: (1) the election of one director nominated by the Company’s Board of Directors, Timothy J. Wright, to serve until the 2014 Annual Meeting of Stockholders and (2) the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1 – Election of Timothy J. Wright as a director to hold office until the 2014 Annual Meeting of Stockholders or until his successor, if any, if elected and appointed:


For	Withheld	Broker Non-Votes
6,528,169	1,938,004	5,507,458

Proposal No. 2 - The ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011:


For	Against	Abstain	Broker Non-Votes
13,435,569	529,686	8,376	—

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 thereunto duly authorized.


LookSmart, Ltd.
(Registrant)

By:		/s/ William O’Kelly
		William O’Kelly
		Senior Vice President Operations and Chief Financial Officer

Date: July 15, 2011