0001465112-14-000006.txt : 20140505 0001465112-14-000006.hdr.sgml : 20140505 20140505155102 ACCESSION NUMBER: 0001465112-14-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140505 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIRECTV CENTRAL INDEX KEY: 0001465112 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 264772533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34554 FILM NUMBER: 14813247 BUSINESS ADDRESS: STREET 1: 2260 E. IMPERIAL HIGHWAY CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 310-964-0724 MAIL ADDRESS: STREET 1: 2260 E. IMPERIAL HIGHWAY CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 a8-kvotingresults20145514.htm 8-K 8-Kvotingresults20145514

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)    April 29, 2014

DIRECTV
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-34554
 
26-4772533
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
2260 East Imperial Highway
 
 
El Segundo, California
 
90245
(Address of Principal Executive Offices)
 
(Zip Code)

(310) 964-5000
(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 (see General Instruction A.2. below):

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 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the stockholders of DIRECTV was held on April 29, 2014. As of March 3, 2014, the record date for the Annual Meeting, there were 509,952,968 shares outstanding. At the Annual Meeting, 434,758,805 shares, or approximately 85.25% of the eligible voting shares were represented either in person or by proxy.
At the meeting, the stockholders voted on the following items:
1. To elect nominees to the Board of Directors for the term as described in the proxy statement of DIRECTV.
The following nominees were elected as directors by the votes indicated below for a term that will expire on the date of the 2015 annual meeting of stockholders.
 
Director
For
Against
Abstain
Broker Non-Vote
 
 
Neil Austrian
384,093,806
6,754,975
2,366,835
41,543,189
 
 
Ralph Boyd, Jr.
381,923,591
2,128,206
9,163,819
41,543,189
 
 
Abelardo Bru
382,113,326
1,959,861
9,142,429
41,543,189
 
 
David Dillon
382,441,055
1,628,765
9,145,796
41,543,189
 
 
Samuel DiPiazza, Jr.
382,409,491
1,665,083
9,141,042
41,543,189
 
 
Dixon Doll
382,366,307
1,701,532
9,147,777
41,543,189
 
 
Charles Lee
380,487,222
2,373,494
10,354,900
41,543,189
 
 
Peter Lund
384,062,164
6,777,198
2,376,254
41,543,189
 
 
Nancy Newcomb
382,472,942
1,626,383
9,116,291
41,543,189
 
 
Lorrie Norrington
382,372,914
1,735,994
9,106,708
41,543,189
 
 
Anthony Vinciquerra
382,567,392
1,511,280
9,136,944
41,543,189
 
 
Michael White
371,954,513
16,670,039
4,591,064
41,543,189
 

2. To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for DIRECTV for the fiscal year ending December 31, 2014.
This proposal was approved by the votes indicated below. There were no broker non-votes on this proposal.
 
For
Against
Abstain
 
 
429,752,368
3,788,545
1,217,892
 



3. Advisory vote on compensation of our named executive officers.
This proposal was approved by the votes indicated below.
 
For
Against
Abstained
Broker Non-Vote
 
 
368,646,521
16,494,634
8,074,461
41,543,189
 

4. Shareholder proposal to adopt a policy that there would be no accelerated vesting of performance-based equity awards upon a change in control.
This proposal was defeated by the votes indicated below.
 
For
Against
Abstained
Broker Non-Vote
 
 
99,018,364
292,681,596
1,515,656
41,543,189
 

5. Shareholder proposal to require senior executives to retain 50% of net after-tax shares acquired through pay programs until reaching normal retirement age.
This proposal was defeated by the votes indicated below.
 
For
Against
Abstained
Broker Non-Vote
 
 
82,313,150
309,163,388
1,739,078
41,543,189
 




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.

DIRECTV
(Registrant)
Date: May 5, 2014
By:    /s/ Larry D. Hunter___________ Name:    Larry D. Hunter

Title:    Executive Vice President and
    General Counsel