Delaware
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No. 0-33347
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91-1957010
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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For
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Against
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Abstentions
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Broker
Non-Votes
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||||
12,891,609
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100,236
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15,427
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2,288,146
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Name
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For
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Withheld
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Broker
Non-Votes
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|||
James M. Kalustian
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12,378,222
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629,050
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2,288,146
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|||
Lisa O’Dell Rapuano
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12,795,408
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211,864
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2,288,146
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|||
Timothy M. Walsh
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12,534,703
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472,569
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2,288,146
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|||
Ricardo Lopez Valencia
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10,050,675
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2,956,597
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2,288,146
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Debra Dulsky
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12,844,245
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163,027
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2,288,146
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||
Daniel G. Byrne
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12,444,967
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562,305
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2,288,146
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||
Nilofer Merchant
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12,480,962
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526,310
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2,288,146
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||
Peter H. Kamin
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12,303,344
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703,928
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2,288,146
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For
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Against
|
Abstentions
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Broker
Non-Votes
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||||||
11,894,305 | 1,100,465 | 12,502 | 2,288,146 |
For
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Against
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Abstentions
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Broker
Non-Votes
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||||||
11,619,859 | 1,376,261 | 11,152 | 2,288,146 |
For
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Against
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Abstentions
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15,131,312
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35,045
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129,061
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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
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
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3.2
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Certificate of Amendment of By-Laws of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
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10.1
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2013 Stock Incentive Plan incorporated by reference to the registrant’s Definitive Proxy Statement on Form 14A filed on May 6, 2013.
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AMBASSADORS GROUP, INC.
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Date June 7, 2013
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By:
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/s/Anthony F. Dombrowik
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Anthony F. Dombrowik
Interim Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
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3.2
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Certificate of Amendment of By-Laws of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
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10.1
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2013 Stock Incentive Plan incorporated by reference to the registrant’s Definitive Proxy Statement on Form 14A filed on May 6, 2013.
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