Delaware | 001-32337 | 68-0589190 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1000 Flower Street, Glendale, California | 91201 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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. |
ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
1. | Election of eight directors to serve for the ensuing year or until their successors are duly elected and qualified. |
Votes Cast For | Votes Withheld | Broker Non-Votes | ||
Jeffrey Katzenberg | 153,016,091 | 26,259,328 | 6,640,341 | |
Lewis W. Coleman | 177,421,219 | 1,854,200 | 6,640,341 | |
Harry Brittenham | 142,106,077 | 37,169,342 | 6,640,341 | |
Thomas E. Freston | 174,519,428 | 4,755,991 | 6,640,341 | |
Lucian Grainge | 178,842,223 | 433,196 | 6,640,341 | |
Mellody Hobson | 174,308,789 | 4,966,630 | 6,640,341 | |
Jason Kilar | 178,841,726 | 433,693 | 6,640,341 | |
Michael Montgomery | 178,842,538 | 432,881 | 6,640,341 |
2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the year ending December 31, 2013. |
Number of Votes | |
Votes for | 185,734,928 |
Votes against | 167,554 |
Votes abstained | 13,278 |
3. | An advisory vote to approve named executive officer compensation. |
Number of Votes | |
Votes for | 138,609,853 |
Votes against | 40,578,197 |
Votes abstained | 87,369 |
Broker non-votes | 6,640,341 |
4. | Approval of the adoption of the 2013 Annual Incentive Plan. |
Number of Votes | |
Votes for | 173,306,470 |
Votes against | 5,933,260 |
Votes abstained | 35,689 |
Broker non-votes | 6,640,341 |
5. | Stockholder proposal to consider recapitalization plan to provide that all of the Company's outstanding stock have one vote per share. |
Number of Votes | |
Votes for | 47,583,345 |
Votes against | 131,666,984 |
Votes abstained | 25,090 |
Broker non-votes | 6,640,341 |
(d) | Exhibits: | |
Exhibit No. | Description | |
99.1 | 2013 Annual Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). | |
DreamWorks Animation SKG, Inc. | ||||
Date: June 3, 2013 | By: | /s/ Andrew Chang | ||
Andrew Chang | ||||
General Counsel and Secretary |
Exhibit No. | Description | |
99.1 | 2013 Annual Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). |