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 15, 2011
001-13577 | 59-3074176 |
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(Commission File Number) | (IRS Employer Identification No.) |
3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305 | |
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(Address of Principal Executive Offices) | (Zip Code) |
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):
|_| 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.
(a) The annual meeting of shareholders of Premiere Global Services, Inc. was held on June 15, 2011.
(b) At the annual meeting, our shareholders: (1) elected all of our nominees for director; (2) ratified the appointment of Ernst & Young LLP as our independent registered accounting firm for the fiscal year 2011; (3) did not approve the advisory vote on executive compensation; and (4) approved holding future advisory votes on executive compensation every year.
A total of 50,633,860 shares, or 96.94%, of the common stock issued and outstanding as of the record date of April 7, 2011, was represented at our 2011 annual meeting by proxy or in person.
The votes cast on each proposal were as follows:
1. Election of Directors:
Nominee | For | Withheld | Broker Non-Votes |
Boland T. Jones | 36,159,304 | 11,241,871 | 3,232,685 |
Jeffrey T. Arnold | 20,936,945 | 26,464,230 | 3,232,685 |
Wilkie S. Colyer | 34,817,426 | 12,583,749 | 3,232,685 |
John R. Harris | 32,130,956 | 15,270,219 | 3,232,685 |
W. Steven Jones | 36,643,075 | 10,758,100 | 3,232,685 |
Raymond H. Pirtle, Jr. | 36,536,110 | 10,865,065 | 3,232,685 |
J. Walker Smith, Jr. | 36,558,920 | 10,842,255 | 3,232,685 |
2. Ratification of Ernst & Young LLP:
For | Against | Abstain | Broker Non-Votes |
50,273,784 | 356,334 | 3,742 | 0 |
3. Advisory Vote on Executive Compensation:
For | Against | Abstain | Broker Non-Votes |
22,428,879 | 24,337,924 | 634,372 | 3,232,685 |
4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:
One Year | Two Years | Three Years | Abstain |
30,128,122 | 46,921 | 16,571,143 | 654,989 |
No other matters were considered or voted upon at our 2011 annual meeting.
(d) A majority of the votes cast by shareholders voted, on an advisory basis, to hold future advisory votes to approve executive compensation every year. Accordingly, in light of this recommendation by our shareholders, our board of directors determined that our company will hold an advisory vote on its executive compensation every year until the next required vote on the frequency of shareholder votes on executive compensation.
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.
PREMIERE GLOBAL SERVICES, INC. | ||
Date: June 17, 2011 | By: | /s/ Scott Askins Leonard |
Scott Askins Leonard | ||
Senior Vice President Legal, | ||
General Counsel and Secretary |