UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) June 17,
2010
Conversion
Services International, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-30420
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20-0101495
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Eagle Rock Avenue, East Hanover,
New
Jersey
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07936
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (973)
560-9400
Not
Applicable
(Former
name or former address, if changed since last report)
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June 17, 2010, at a duly held annual meeting of the Board of
Directors (the “Board”) of Conversion Services International, Inc. (“the
Company”), the Board elected Mr. Brian Walton as a member of the Board to fill a
vacancy, effective immediately, to serve on the Board until the next annual
meeting of the Company’s stockholders or such time as his successor is
elected.
Brian
Walton, 54, retired in June 2008 after 30 years with the IBM Corporation, having
served in numerous marketing, product development and technical sales executive
roles both in the Americas and globally. Mr. Walton has experience with complex
global IT enterprises down to small businesses in both direct client-facing and
business partner sales and support models. The Connecticut resident holds a
bachelor’s degree in mathematics from the University of Nebraska at
Omaha.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2010, at the Company’s
scheduled 2010 Annual Meeting of Stockholders, an aggregate of 42,835,063 shares
of the Company’s outstanding common stock were present in person or represented
by proxy, representing 34.7% of the total number of votes of the outstanding
stock of the Company. Under the bylaws of the Company, a majority of
the shares of the capital stock of the Company must be present or represented by
proxy in order to establish a quorum. As such, the Company did not
have a quorum at such meeting, the proposals identified in the Company’s proxy
statement dated May 18, 2010 were not considered by the stockholders, and such
proposals were not passed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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June
18, 2010
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CONVERSION
SERVICES INTERNATIONAL, INC.
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By:
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/s/ William
B. Hendry
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Name:
William B. Hendry
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Title:
Chief Financial Officer
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