UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: May 6, 2011
(Date of earliest event reported)
TEMPLE-INLAND INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-08634
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75-1903917
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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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1300 MoPac Expressway South, 3rd Floor
Austin, Texas 78746
(Address of Principal Executive Offices, including Zip code)
(512) 434-5800
(Registrant's telephone number, including area code)
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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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We held our annual meeting of stockholders on May 6, 2011, at which a quorum was present. The table below sets forth for each matter voted on at that meeting, as certified by the independent inspector of elections, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, for the first three matters listed below, and the number of votes cast for each of 1 year, 2 years, and 3 years, as well as the number of abstentions, for the advisory vote on the frequency of advisory votes on executive compensation.
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Matter
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For
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Against
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Abstentions and Broker Non-Votes
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1.
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Election of three directors
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(a) Larry R. Faulkner
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88,675,745
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381,141
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8,372,021
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(b) Jeffrey M. Heller
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86,986,830
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2,068,289
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8,373,889
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(c) Doyle R. Simons
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86,835,787
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2,256,781
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8,336,441
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2.
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Advisory vote on executive compensation
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82,836,510
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5,478,879
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9,113,513
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3.
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Ratification of selection of Ernst & Young LLP as independent registered public accounting firm
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97,165,885
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155,003
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108,120
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1 Year
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2 Years
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3 Years
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Abstain
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4.
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Advisory vote on frequency of advisory votes on executive compensation
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78,151,912
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94,099
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10,060,419
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8,311,716
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In our proxy materials prepared for the annual meeting, we disclosed that our board of directors recommended that advisory votes on executive compensation should be held annually. A majority of shareholders voting at the annual meeting agreed with this recommendation. Accordingly, our board of directors has decided that we will hold annual advisory votes on executive compensation until the next advisory vote on the frequency of advisory votes on executive compensation.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TEMPLE-INLAND INC.
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Date: May 10, 2011
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By:
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/s/ J. Bradley Johnston
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Name: J. Bradley Johnston
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Title: Chief Administrative Officer
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