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): June 17, 2015
PENDRELL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Washington | 001-33008 | 98-0221142 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification #) |
2300 Carillon Point
Kirkland, Washington 98033
(Address of Principal Executive Offices) (Zip Code)
(425) 278-7100
(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 5.07 | Submission of Matters to a Vote of Security Holders. |
Pendrell Corporation (the “Company”) held its annual meeting of shareholders on June 17, 2015. At the meeting, the shareholders of the Company (i) elected the persons listed below to serve as directors of the Company, (ii) approved an advisory (non-binding) resolution on executive compensation; (iii) approved an amendment to the Company’s Articles of Incorporation designating Washington as the exclusive forum for adjudicating certain intra-corporate disputes; (iv) ratified the Company’s Tax Benefits Preservation Plan; and (v) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. Set forth below are the voting results for each of these proposals:
Proposal 1 – Election of Directors.
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Richard P. Emerson |
596,134,993 | 2,779,040 | 22,973,353 | |||||||||
| Nicolas Kauser |
527,623,181 | 71,290,852 | 22,973,353 | |||||||||
| Craig O. McCaw |
591,529,635 | 7,384,398 | 22,973,353 | |||||||||
| Lee E. Mikles |
593,829,545 | 5,084,488 | 22,973,353 | |||||||||
| R. Gerard Salemme |
591,529,960 | 7,384,073 | 22,973,353 | |||||||||
| Stuart M. Sloan |
591,517,537 | 7,396,496 | 22,973,353 | |||||||||
| H. Brian Thompson |
584,497,600 | 14,416,433 | 22,973,353 | |||||||||
Proposal 2 – Approval of an advisory (non-binding) resolution on executive compensation.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 551,102,059 |
47,795,270 | 16,704 | 22,973,353 |
Proposal 3 – Approval of Articles of Amendment to the Articles of Incorporation designating Washington as the exclusive forum for adjudicating certain intra-corporate disputes.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 546,083,919 |
52,814,621 | 15,493 | 22,973,353 |
Proposal 4 – Ratification of Tax Benefits Preservation Plan.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 582,633,878 |
16,279,114 |
1,041 |
22,973,353 |
Proposal 5 – Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 620,334,966 |
1,441,837 |
110,583 |
0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 3.1 |
Articles of Amendment to the Articles of Incorporation of Pendrell Corporation | |
| 3.2 |
Amendment No. 1 to the Bylaws of Pendrell Corporation | |
SIGNATURE
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.
| PENDRELL CORPORATION | ||
| By: | /s/ Timothy M. Dozois | |
| Timothy M. Dozois Corporate Counsel and Corporate Secretary | ||
Dated: June 19, 2015
Index to Exhibits
| Exhibit No. |
Exhibit Description | |
| 3.1 |
Articles of Amendment to the Articles of Incorporation of Pendrell Corporation | |
| 3.2 |
Amendment No. 1 to the Bylaws of Pendrell Corporation | |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PENDRELL CORPORATION
Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation hereby submits the following amendments to the corporation’s Articles of Incorporation.
1. The name of the corporation is Pendrell Corporation.
2. Effective upon filing of these Articles of Amendment with the Secretary of State of the State of Washington, a new Article 15 is added to the Articles of Incorporation of the corporation as follows:
“ARTICLE 15 – CLAIMS AGAINST THE COMPANY
Unless the corporation consents in writing to the selection of an alternative forum, the courts of the State of Washington located in King County, Washington shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Washington Business Corporation Act, these Articles of Incorporation, or the corporation’s Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants in any such action or proceeding.”
3. The date of adoption of such amendment by the shareholders of the corporation was June 17, 2015.
4. The amendment was duly approved by the shareholders of the corporation in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.
These Articles of Amendment are executed by said corporation by its duly authorized officer.
Dated: June 17, 2015
| PENDRELL CORPORATION | ||
| By: | /s/ Timothy M. Dozois | |
| Timothy M. Dozois, Corporate Counsel and Corporate Secretary | ||
Exhibit 3.2
AMENDMENT NO. 1
TO THE BYLAWS
OF
PENDRELL CORPORATION
A new Article IX is added to the Bylaws of Pendrell Corporation as follows:
“ARTICLE IX – CLAIMS AGAINST THE COMPANY
Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of Washington located in King County, Washington shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Washington Business Corporation Act, these Articles of Incorporation, or the Corporation’s Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants in any such action or proceeding.”
The effective date of the foregoing amendment is June 17, 2015.
| PENDRELL CORPORATION | ||
| By: | /s/ Timothy M. Dozois | |
| Timothy M. Dozois, Corporate Counsel and Corporate Secretary | ||