-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LT6bOu/QzeetXaIPquuYxofHVbtmN8wzYU+zkKveyuMjfwUWFgIErnzcFxHnSgiG 6SQaadxQiywS+yI9YDVb4A== 0001014108-10-000145.txt : 20100602 0001014108-10-000145.hdr.sgml : 20100602 20100602114030 ACCESSION NUMBER: 0001014108-10-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100527 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100602 DATE AS OF CHANGE: 20100602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34006 FILM NUMBER: 10871888 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 tmng-form8k_june22010.htm FORM 8-K tmng-form8k_june22010.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):  May 27, 2010

The Management Network Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
001-34006
(Commission
File Number)
48-1129619
(I.R.S. Employer
Identification No.)

7300 College Boulevard, Suite 302
Overland Park, Kansas 66210
(Address of principal executive office)(Zip Code)

(913) 345-9315
(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:

¨   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 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On May 27, 2010 the stockholders of The Management Network Group, Inc. (the "Company") approved amendments to the Company’s Amended and Restated 1998 Equity Incentive Plan (the “Equity Plan”). The amendments to the Equity Plan include the following:

●  
an increase of 614,338 in the number of shares of common stock available for issuance under the Equity Plan to correct a miscalculation in the 2009 amendments to the Equity Plan; and
 

●  
a reallocation of 291,321 shares of common stock not subject to outstanding awards under  the Company's 2000 Supplemental Stock Plan (the "Prior Plan") from the Prior Plan to the Equity Plan.
 
The foregoing descriptions of the amendments to the Equity Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Equity Plan, as amended and restated, which is attached as Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 21, 2010 (the "Proxy Statement"), and to the description of the amendments to the Equity Plan contained in Proposal 2 of the Company’s Proxy Statement, both of which are incorporated herein by reference.

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

The Company held its annual meeting of stockholders on May 27, 2010.  At the meeting, the stockholders elected Roy A. Wilkens to serve as a Class II director, for a term of three years expiring at the 2013 annual meeting of stockholders and until his successor is elected and qualified.  The tabulation of votes with respect to the election of Mr. Wilkens as a director was as follows:

 
For
Withheld
Non-votes
Roy A. Wilkens
3,961,994
808,666
1,150,938

In addition, the stockholders of the Company approved (i) amendments to the Equity Plan (as described in Item 5.02 above) and (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 1, 2011.  The tabulation of votes with respect to these two proposals was as follows:

 
For
Against
Abstain
Non-votes
Amendments to the Amended and Restated 1998 Equity Incentive Plan
 
3,537,112
1,232,966
582
1,150,938
Ratification of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm
5,432,672
488,860
66
-

 
Item 7.01            Regulation FD Disclosure.
 
On May 27, 2010, the Board of Directors of the Company appointed A. Reza Jafari as a member of the audit committee of the Board of Directors (the "Audit Committee") to fill the vacancy created by the retirement of Frank M. Siskowski.  Additionally, the Board of Directors determined that Robert J. Currey, an existing member of the Audit Committee, qualifies as an "audit committee financial expert," as that term is defined in Item 407(d)(5) of Regulation S-K.
 
 
 
 
 
 
Item 9.01            Financial Statements and Exhibits.
 
(d)        Exhibits.

 
Exhibit No.
Description
     
 
10.1
The Management Network Group, Inc. Amended and Restated 1998 Equity Incentive Plan, as amended, (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 21, 2010).

 

 
 
 

 
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.


 
THE MANAGEMENT NETWORK GROUP, INC.
   
     
 
By:
/s/ Donald E. Klumb
   
Donald E. Klumb
Vice President and Chief Financial Officer

Date: June 2, 2010
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Description
   
10.1
The Management Network Group, Inc. Amended and Restated 1998 Equity Incentive Plan, as amended, (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 21, 2010).

 
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