0001104659-14-004654.txt : 20140129 0001104659-14-004654.hdr.sgml : 20140129 20140129060031 ACCESSION NUMBER: 0001104659-14-004654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140128 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140129 DATE AS OF CHANGE: 20140129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED GRAPHICS INC /TX/ CENTRAL INDEX KEY: 0000921500 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 760190827 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12631 FILM NUMBER: 14554927 BUSINESS ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137870977 MAIL ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 a14-4585_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): January 28, 2014

 

CONSOLIDATED GRAPHICS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

TEXAS

 

001-12631

 

76-0190827

(STATE OR OTHER JURISDICTION
OF INCORPORATION)

 

(COMMISSION FILE NUMBER)

 

(I.R.S. EMPLOYER
IDENTIFICATION NO.)

 

5858 WESTHEIMER, SUITE 200

HOUSTON, TEXAS 77057

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

 

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 28, 2014, the Compensation Committee of the Board of Directors of Consolidated Graphics, Inc. (“Consolidated Graphics”), a Texas corporation, granted a discretionary bonus in the amount of $150,000 to Jon C. Biro, Executive Vice President and Chief Financial and Accounting Officer, the payment of which is contingent on the closing of the merger contemplated by the previously announced Agreement and Plan of Merger, dated as of October 23, 2013, (as it may be amended from time to time, the “Merger Agreement”), by and among Consolidated Graphics, R.R. Donnelley & Sons Company, a Delaware corporation (“RR Donnelley”), and Hunter Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of R.R. Donnelley (“Merger Sub”).

 

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

 

On January 28, 2014, Consolidated Graphics held a special meeting of shareholders at which the shareholders of Consolidated Graphics voted on (i) a proposal to approve the Merger Agreement, (ii) the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the Merger Agreement and (iii) a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Consolidated Graphics’ named executive officers in connection with the merger contemplated by the Merger Agreement (the “Golden Parachute Compensation”).

 

Shareholders present in person or represented by proxy at the special meeting voted to approve the proposal to approve the Merger Agreement as follows:

 

For

 

8,144,393

 

Against

 

17,990

 

Abstain

 

71,729

 

 

The votes in favor of the approval of the proposal to approve the Merger Agreement represented 84.1% of the shares of common stock, par value $0.01 per share, of Consolidated Graphics (the “Common Stock”) issued and outstanding as of December 19, 2013, the record date for the special meeting, and entitled to vote thereat.

 

Shareholders present in person or represented by proxy at the special meeting voted in favor of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the Merger Agreement, as follows:

 

For

 

7,681,706

 

Against

 

482,606

 

Abstain

 

69,800

 

 

The votes in favor of the adjournment of the special meeting represented 93.3% of the shares of Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereat.  However, Consolidated Graphics did not call a vote on the adjournment of the special meeting in light of the approval of the proposal to approve the Merger Agreement, as described above.

 

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Shareholders present in person or represented by proxy at the special meeting voted to approve the proposal to approve, by non-binding, advisory vote, the Golden Parachute Compensation as follows:

 

For

 

7,212,941

 

Against

 

944,906

 

Abstain

 

76,265

 

 

The votes in favor of the approval of the proposal to approve, by non-binding, advisory vote, the Golden Parachute Compensation represented 87.6% of the shares of Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereat.

 

There were 9,687,642 shares of Common Stock issued and outstanding as of the record date and entitled to vote at the special meeting, of which 8,234,112 were represented in person or by proxy at the special meeting.  For each of the foregoing proposals, a quorum was present for the purposes of the vote.

 

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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.

 

 

CONSOLIDATED GRAPHICS, INC.

 

(Registrant)

 

 

 

 

 

By:

/s/ Jon C. Biro

 

 

Jon C. Biro

 

 

Executive Vice President and

 

 

Chief Financial and Accounting Officer

Date: January 28, 2014

 

 

 

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