Pennsylvania
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23-2394430
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
In connection with his pending retirement, Joseph R. Seiders has ceased serving as the Company's Senior Vice President, Chief Legal Officer and Secretary as of May 17, 2011.
2. Advisory Vote on Executive Compensation - 17,082,847 votes FOR, 60,581 votes AGAINST, 134,445 votes abstaining, and 732,748 broker non-votes. This proposal was approved.
3. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation - 9,554,847 votes for ONE YEAR, 1,974,514 votes for TWO YEARS, 1,266,761 votes for THREE YEARS, 4,481,751 votes abstaining, and 732,748 broker non-votes. Consistent with the recommendation by the CDI Board of Directors, an annual vote was recommended by shareholders. For that reason, CDI will hold annual advisory votes on executive compensation until the next required vote on the frequency of shareholder votes on executive compensation.
4. Proposal to Approve the 2011 CEO Cash Bonus Plan - 16,901,376 votes FOR, 373,197 votes AGAINST, 3,300 votes abstaining, and 732,748 broker non-votes. This proposal was approved.
5. Proposal to Approve an Amendment to the Stock Purchase Plan for Management Employees and Non-Employee Directors - 17,082,236 votes FOR, 191,593 votes AGAINST, 4,044 votes abstaining, and 732,748 broker non-votes. This proposal was approved.
6. Proposal to Ratify the Appointment of KPMG LLP as CDI's Independent Registered Public Accounting Firm for 2011 - 17,710,050 votes FOR, 294,075 votes AGAINST and 6,496 votes abstaining. This proposal was approved.
CDI Corp.
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Date: May 18, 2011
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By:
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/s/ Brian D. Short
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Brian D. Short
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Senior Vice President, Chief Administrative Officer and General Counsel
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