8-K 1 t1501413_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 16, 2015 (June 11, 2015)

 

 

 

Travelport Worldwide Limited
(Exact Name of Registrant As Specified In Its Charter)

 

 

 

Bermuda 001-36640 98-0505105
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation)   Identification No.)

 

 

Axis One, Axis Park

Langley, Berkshire SL3

8AG

(Address of Principal Executive Offices, including Zip Code)

 

+44-1753-288-000

(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.

 

On June 11, 2015, Travelport Worldwide Limited (the “Company”) held its 2015 Annual General Meeting of Shareholders (the “Annual Meeting”). As of April 17, 2015, the Company’s record date for the Annual Meeting, there were a total of 122,375,931 common shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 87,114,524 common shares were represented in person or by proxy and, therefore, a quorum was present.

 

The matters voted on were (1) the re-election of Douglas M. Steenland, Gavin R. Baiera, Gregory Blank, Elizabeth L. Buse, Steven R. Chambers, Michael J. Durham, Douglas A. Hacker and Gordon A. Wilson as directors of the Company, with terms of one year, expiring at the 2016 annual general meeting of shareholders, (2) the appointment of Deloitte LLP as the Company’s independent auditor for the fiscal year ending December 31, 2015 and the authorization of the Audit Committee of the Board of Directors to determine the independent auditor’s remuneration, (3) to provide, on a non-binding advisory basis, approval of the compensation of the Company’s named executive officers and (4) to provide, on a non-binding advisory basis, approval of the frequency that shareholders will have a non-binding advisory vote on the compensation of the Company’s named executive officers. The final results for each proposal presented to shareholders at the Annual Meeting are set forth below:

 

1.Election of Directors:

 

NOMINEE   FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTE

Douglas M. Steenland   85,028,011   180,161   6,683   1,899,669
                 
Gavin R. Baiera   79,643,049   5,565,123   6,683   1,899,669
                 
Gregory Blank   78,656,222   6,551,950   6,683   1,899,669
                 
Elizabeth L. Buse   85,105,612   102,566   6,677   1,899,669
                 
Steven R. Chambers   85,175,586   32,586   6,683   1,899,669
                 
Michael J. Durham   84,349,119   859,153   6,583   1,899,669
                 
Douglas A. Hacker   84,348,916   859,356   6,583   1,899,669
                 
Gordon A. Wilson   85,172,552   35,672   6,631   1,899,669

 

 
 

  

2. Appointment of Deloitte LLP as the Company’s independent auditor for the fiscal year ending December 31, 2015 and to authorize the Audit Committee of the Board of Directors to determine the independent auditor’s remuneration:

 

  FOR   AGAINST   ABSTAIN  
             
  78,916,432   8,168,197   29,895  

 

3. Non-binding approval of the compensation of the Company’s named executive officers:

 

  FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTE

 
                 
  85,148,841   59,563   6,451   1,899,669  

 

4. Non-binding approval of the frequency that shareholders will have a non-binding advisory vote on the compensation of the Company’s named executive officers:

 

  ONE
YEAR
  TWO
YEARS
  THREE
YEARS
  ABSTAIN  
                 
  84,806,164   405   396,599   11,687  

 

No other matters were considered and voted on by the Company’s shareholders at the Annual Meeting.

 

 
 

  

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.

 

  TRAVELPORT WORLDWIDE LIMITED
   
  /s/ Rochelle J. Boas
  Rochelle J. Boas
  Senior Vice President and Secretary

 

Date: June 16, 2015