-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HrXse4zXQb/22O4zW2fypi8SH06wmATyuR5LTfXSYo+pqTsiGFUbOWsyGnKj7ffJ ZLhDWz8E/Pb+tEXsldlNpQ== 0001104659-10-035296.txt : 20100624 0001104659-10-035296.hdr.sgml : 20100624 20100624111556 ACCESSION NUMBER: 0001104659-10-035296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100621 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20100624 DATE AS OF CHANGE: 20100624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22010 FILM NUMBER: 10914237 BUSINESS ADDRESS: STREET 1: 5221 N OCONNOR BLVD STE 500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728693400 MAIL ADDRESS: STREET 1: 5221 N OCONNOR SUITE 500 CITY: IRVING STATE: TX ZIP: 75039 8-K 1 a10-12521_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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):  June 21, 2010

 

Thomas Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-22010

 

72-0843540

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

5221 N. O’Connor Blvd., Suite 500
Irving, Texas

 

75039

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s Telephone Number, including area code:  (972) 869-3400

 

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:

 

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.

 

Thomas Group, Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders on June 21, 2010.  Matters voted upon by the Company’s stockholders at that meeting were:

 

(i)            the election of five directors to serve on the Company’s Board of Directors until the 2011 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

 

(ii)           the ratification of the appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010; and

 

(iii)          the amendment of the Company’s Amended and Restated Certificate of Incorporation to permit the Company’s Board of Directors, to effect, in its discretion, a reverse stock split of the Company’s common stock at a ratio within a range from one-for-two to one-for-five at any time on or before December 31, 2010.

 

The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as applicable, with respect to each matter is set forth below:

 

Proposal 1

 

The nominees for the Company’s Board of Directors listed below each received a plurality of the votes cast that were present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal, and such individuals were each elected to serve as a director until the 2011 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.  The results were as follows:

 

Director Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Michael E. McGrath

 

8,158,391

 

76,126

 

1,554,493

 

John T. Chain, Jr.

 

8,138,586

 

95,931

 

1,554,493

 

Edward P. Evans

 

8,125,142

 

109,375

 

1,554,493

 

Dorsey R. Gardner

 

8,127,616

 

106,901

 

1,554,493

 

David B. Mathis

 

8,198,091

 

36,426

 

1,554,493

 

 

Proposal 2

 

The proposal to ratify the appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was approved.  The results were as follows:

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

9,324,113

 

37,629

 

427,268

 

 

2


 

Proposal 3

 

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to permit the Company’s Board of Directors to effect, in its discretion, a reverse stock split of the Company’s common stock at a ratio within a range from one-for-two to one-for-five at any time on or before December 31, 2010 was approved.  The results were as follows:

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

9,127,384

 

232,358

 

429,268

 

 

3


 

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.

 

 

 

 

 

Thomas Group, Inc.

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

Date:

June 24, 2010

 

By:

/s/ FRANK W. TILLEY

 

 

 

 

Frank W. Tilley,

 

 

 

 

Interim Chief Financial Officer and Vice President

 

4

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