0001193125-19-207014.txt : 20190730 0001193125-19-207014.hdr.sgml : 20190730 20190730160557 ACCESSION NUMBER: 0001193125-19-207014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190725 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190730 DATE AS OF CHANGE: 20190730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER TASK GROUP INC CENTRAL INDEX KEY: 0000023111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 160912632 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09410 FILM NUMBER: 19985533 BUSINESS ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 BUSINESS PHONE: 7168828000 MAIL ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 FORMER COMPANY: FORMER CONFORMED NAME: MARKS BAER INC DATE OF NAME CHANGE: 19690128 8-K 1 d624247d8k.htm FORM 8-K Form 8-K

 

 

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): July 25, 2019

 

 

COMPUTER TASK GROUP, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

New York   1-9410   16-0912632

(State or other jurisdiction

of incorporation)

   (Commission
File Number)		   (IRS Employer
Identification No.)
800 Delaware Avenue, Buffalo, NY   14209
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (716) 882-8000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of exchange

on which registered

Common Stock, $.01 par value   CTG   The NASDAQ Stock Market LLC

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 25, 2019, the Company held its annual meeting of shareholders (“Annual Meeting”) in Buffalo, New York at the Company’s headquarters. Directors standing for election may be elected by a plurality of the votes cast. Proposal 2 requires the approval of a majority of the votes cast. The Company’s shareholders approved Proposals 1 and 2 based on the votes set forth below. The proposals are described in detail in the Company’s proxy statement dated June 18, 2019. The number of shares issued, outstanding and eligible to vote as of the record date of June 7, 2019 was 13,869,048.

 

Proposal 1:

The election of three members of the Board of Directors:

 

Name

   

For

   

Withhold Authority

   

Broker Non-Votes

David H. Klein

    7,037,387    1,396,227    0

Valerie Rahmani

    7,053,963    1,379,651    0

Filip J.L. Gydé

    7,619,928    813,686    0

 

Proposal 2:

Non-Binding Approval, on an Advisory Basis of the Company’s Compensation Plan for Named Executives:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

6,496,338

    1,116,525    770,751    0

 

2

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.

 

    COMPUTER TASK GROUP, INCORPORATED
Date: July 30, 2019     By:  

/s/ Peter P. Radetich

      Name: Peter P. Radetich, Senior Vice President & Secretary

 

3