UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 19, 2011
Date of Report (Date of earliest event reported)
SOLARWINDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34358
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73-1559348
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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3711 South MoPac Expressway
Building Two
Austin, Texas 78746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 682-9300
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):
¨ 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))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
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SolarWinds, Inc. (the “Company”) held its 2011 annual meeting of stockholders on May 19, 2011. The matters voted upon at the meeting and the results of those votes were as follows:
Proposal One: Election of Class II Directors
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Board Nominee
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For
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Withheld
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Broker Non-Votes
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Mark Bonham
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64,056,275 | 132,303 | 3,700,183 | |||||||||
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Steven M. Cakebread
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64,076,940 | 111,638 | 3,700,183 | |||||||||
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Roger J. Sippl
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64,075,853 | 112,725 | 3,700,183 | |||||||||
Proposal Two: Ratification of PricewaterhouseCoopers LLP as 2011 independent public accounting firm
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For
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Against
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Abstain
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Broker Non-Votes
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| 67,855,824 | 11,988 | 20,949 | — | |||||||||||
Proposal Three: Approval, by non-binding vote, of the compensation of the named executive officers
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For
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Against
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Abstain
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Broker Non-Votes
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| 63,673,678 | 501,342 | 13,558 | 3,700,183 | |||||||||||
Proposal Four: Recommendation, by non-binding vote, of the frequency of the advisory vote on executive compensation
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3 Years
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2 Years
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1 Year
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Abstain
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Broker Non-Votes
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| 15,679,102 | 540,819 | 47,934,544 | 34,113 | 3,700,183 | ||||||||||||||
The Company will conduct an annual advisory vote on the compensation of its named executive officers until the next vote on the frequency of stockholder votes with respect to executive compensation.
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.
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SOLARWINDS, INC.
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Date: May 20, 2011
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By: /s/ Michael J. Berry
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Michael J. Berry
Senior Vice President and Chief Financial Officer
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