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): March 19, 2012
CORELOGIC, INC.
(Exact Name of the Registrant as Specified in Charter)
Delaware | 001-13585 | 95-1068610 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4 First American Way, Santa Ana, California | 92707 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (714) 250-6400
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) |
x | 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 8.01. Other Events.
On March 19, 2012, CoreLogic, Inc. (the Company) issued a press release announcing that the Company intends to add new independent members to its Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company has further extended the deadline by which proposals of stockholders made outside of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must be received in order to be considered at the Companys 2012 Annual Meeting of Stockholders. As a result of the extension, such proposals must now be received by the Corporate Secretary at CoreLogic, Inc., 4 First American Way, Santa Ana, California 92707, no later than May 1, 2012 to be considered timely. Any such proposal must also comply with all other requirements set forth in the Companys Amended and Restated Bylaws and other applicable law, and may not otherwise be presented at the Companys 2012 Annual Meeting of Stockholders. Depending on the timing of the director search process described in the attached press release, the Board may determine to further extend such deadline.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press Release dated March 19, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
CORELOGIC, INC. | ||||||
Date: March 19, 2012 | By: | /s/ Stergios Theologides | ||||
Name: | Stergios Theologides | |||||
Title: | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated March 19, 2012 |
Exhibit 99.1
|
NEWS |
|
FOR IMMEDIATE RELEASE |
|
CoreLogic to Expand Board of Directors
Retaining Spencer Stuart to Assist in Selection of New Independent Director Candidates
Postpones Annual Meeting to Allow Stockholder Vote on New Candidates
SANTA ANA, Calif., March 19, 2012 /PRNewswire/ CoreLogic (NYSE: CLGX), a leading provider of information, analytics and business services, today announced that the Company intends to add new independent members to its Board of Directors. The Nominating and Corporate Governance Committee has engaged Spencer Stuart, a leading international executive search firm, to conduct a comprehensive search and assist in the selection of candidates. In connection with the search, the Nominating and Corporate Governance Committee will also seek input from the Companys largest stockholders.
(Logo: http://photos.prnewswire.com/prnh/20100609/CLLOGO)
D. Van Skilling, Chairman of CoreLogic, commented, We have resumed our search for qualified board members which had been put on hold while we conducted our strategic review process. We anticipate that two candidates will be selected. We believe that these new independent board members will complement our board with additional expertise, capabilities and perspectives.
Anand Nallathambi, President and CEO, added: Our business continues to perform well and the market reaction to the successful execution of our business plan and most recent results has been extremely positive. We appreciate the strong support we have received from our stockholders during this period, and we welcome their input as we embark on the director search process.
In conjunction with the search, the Company also announced that it will postpone its Annual Meeting of Stockholders to allow the Nominating and Corporate Governance Committee sufficient time to consider and select qualified candidates and to provide CoreLogic stockholders with the opportunity to vote on their election this year. The Company now expects to hold its Annual Meeting of Stockholders during the summer of 2012. An exact date for the meeting will be announced in due course.
About CoreLogic
CoreLogic (NYSE: CLGX) is a leading provider of consumer, financial and property information, analytics and services to business and government. The Company combines public, contributory and proprietary data to develop predictive decision analytics and provide business services that bring dynamic insight and transparency to the markets it serves. CoreLogic has built one of the largest and most comprehensive U.S. real estate, mortgage application, fraud, and loan performance databases and is a recognized leading provider of mortgage and automotive credit reporting, property tax, valuation, flood determination, and geospatial analytics and services. More than one million users rely on CoreLogic to assess risk, support underwriting, investment and marketing decisions, prevent fraud, and improve business performance in their daily operations. The Company, headquartered in Santa Ana, Calif., has more than 5,000 employees globally. For more information visit www.corelogic.com.
Additional Information and Where to Find It
CoreLogic, Inc. (the Company), its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Companys 2012 Annual Meeting of Stockholders (the 2012 Annual Meeting). The Company plans to
file a proxy statement with the Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies for the 2012 Annual Meeting (the 2012 Proxy Statement). STOCKHOLDERS ARE URGED TO READ THE 2012 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants, including their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2012 Proxy Statement and other materials to be filed with the SEC in connection with the 2012 Annual Meeting. None of the potential participants owns in excess of 1% of the Companys common stock. This information can also be found in the Companys Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012, and in the Companys proxy statement for its 2011 Annual Meeting of Stockholders (the 2011 Proxy Statement), filed with the SEC on April 18, 2011. To the extent holdings of the Companys securities have changed since the amounts printed in the 2011 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 or Form 5 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of the definitive 2012 Proxy Statement and any other documents (including the White proxy card) filed by the Company with the SEC in connection with the 2012 Annual Meeting at the SECs website (http://www.sec.gov), at the Companys website (http://www.corelogic.com) or by writing to Mr. Stergios Theologides, CoreLogic, Inc., 4 First American Way, Santa Ana, California 92707. In addition, copies of the proxy materials, when available, may be requested from the Companys proxy solicitor, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022 or toll-free at (888) 750-5834.
CORELOGIC and the stylized CoreLogic logo are registered trademarks owned by CoreLogic, Inc. and/or its subsidiaries. No trademark of CoreLogic shall be used without the express written consent of CoreLogic.
CONTACT: Media, Alyson Austin, Corporate Communications, +1-714-250-6180,
newsmedia@corelogic.com, Investor, Dan Smith, Investor Relations, +1-703-610-5410,
investor@corelogic.com