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: May 20, 2011

Date of Earliest Event Reported: May 19, 2011

 

 

ENVESTNET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34835   20-1409613

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

35 East Wacker Drive, Suite 2400

Chicago, Illinois

  60601
(Address of principal executive offices)   (Zip Code)

(312) 827-2800

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ 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))

 

 

 


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

At the 2011 Annual Meeting, the Company’s stockholders voted on (1) the election of two Class I directors nominated by the Board of Directors to serve until the 2014 Annual Meeting of Shareholders and until their successors are elected and qualified, (2) an advisory vote on executive compensation, (3) an advisory vote on whether executive compensation should be submitted to stockholders for approval every one, two or three years, (4) the ratification of the selection of McGladrey & Pullen, LLP, an independent registered public accounting firm as the Company’s independent auditors for the fiscal year ending December 31, 2011.

The table below sets forth the number of votes cast for and against (or, with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the number of votes cast for one year, two years and three years), and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s stockholders.

PROPOSAL 1

Election of Directors to serve until the 2014 Annual Meeting of Stockholders

 

NOMINEE

   FOR      WITHHELD      BROKER NON-VOTES  

Ross Chapin

     24,876,250         634,514         3,112,709   

Gates Hawn

     25,190,684         320,080         3,112,709   

PROPOSAL 2

Advisory Vote on Executive Compensation

 

     SHARES  

For:

     22,572,558   

Against:

     1,718,949   

Abstain:

     1,219,257   

Broker Non-Votes:

     3,112,709   

 

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PROPOSAL 3

Advisory Vote on whether Executive Compensation should be submitted to stockholders for approval every one, two or three years.

 

     SHARES  

Every 1 Year:

     5,944,689   

Every 2 Years:

     171,839   

Every 3 Years:

     18,969,136   

Abstain:

     425,100   

Broker Non-Votes:

     3,112,709   

PROPOSAL 4

The ratification of the selection of McGladrey & Pullen, LLP as independent auditors for the term ending December 31, 2011.

 

     SHARES  

For:

     28,408,496   

Against:

     214,201   

Abstain:

     776   

After taking into account the results of the stockholder advisory vote on the frequency of say-on-pay conducted at the 2011 Annual Meeting, the Board of Directors decided that it shall be the Company’s policy to submit the compensation of its named executive officers to shareholders for a non-binding advisory vote every 3 years.

 

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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.

 

    ENVESTNET, INC.
Dated: May 20, 2011      
    By:  

/s/ Shelly O’Brien

      Shelly O’Brien
      General Counsel and Corporate Secretary

 

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