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
Date of Report (Date of Earliest Event Reported): May 18, 2011
TNS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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File No. 1-32033 |
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36-4430020 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification |
11480 Commerce Park Drive, Suite 600, Reston, Virginia 20191-1406
(Address of principal executive offices and zip code)
(703) 453-8300
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
The annual meeting of stockholders of TNS, Inc. (the Company) was held on May 18, 2011. At the annual meeting, the holders of 24,634,206 shares of common stock, which represents approximately 96.7% of the outstanding shares entitled to vote as of the record date of April 7, 2011, were represented in person or by proxy. The proposals are described in more detail in the Companys definitive proxy statement dated April 15, 2011 and filed with the Securities and Exchange Commission on April 15, 2011.
The final voting results for proposals 1, 2, 3, 4 and 5, which were voted on by the stockholders at the annual meeting, are set forth below.
Proposal 1 Election of Directors
The stockholders elected each of the Companys nominees for director to serve until the 2012 annual meeting of the stockholders. The final voting results were as follows:
Director |
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For |
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Against or |
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Abstentions |
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Broker Non-Vote |
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John B. Benton |
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22,840,452 |
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739,946 |
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0 |
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1,053,808 |
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Henry H. Graham, Jr. |
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23,313,448 |
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266,950 |
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0 |
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1,053,808 |
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Stephen X. Graham |
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22,813,682 |
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766,716 |
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0 |
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1,053,808 |
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John V. Sponyoe |
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19,754,461 |
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3,825,937 |
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0 |
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1,053,808 |
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Jay E. Ricks |
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19,745,861 |
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3,834,537 |
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0 |
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1,053,808 |
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Thomas E. Wheeler |
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19,782,370 |
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3,798,028 |
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0 |
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1,053,808 |
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Proposal 2 Ratification of Ernst & Young LLP
The stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the Companys 2011 fiscal year. The final voting results were as follows:
For |
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Against or Withheld |
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Abstentions |
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Broker Non-Vote |
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24,584,434 |
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48,270 |
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1,502 |
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0 |
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Proposal 3 Approval of Increase in the Aggregate Number of Shares Authorized for Issuance under the Companys 2004 Long-Term Incentive Plan
The stockholders approved the increase in the aggregate number of shares authorized for issuance under the Companys 2004 Long-Term Incentive Plan. The final voting results were as follows:
For |
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Against or Withheld |
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Abstentions |
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Broker Non-Vote |
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18,759,333 |
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4,754,936 |
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66,129 |
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1,053,808 |
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Proposal 4 Advisory Vote on Executive Compensation
With respect to the advisory vote to approve the Companys executive compensation, a majority of the votes cast were voted for approval of the Companys compensation of its named executive officers. The final voting results were as follows:
For |
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Against or Withheld |
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Abstentions |
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Broker Non-Vote |
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11,914,931 |
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11,596,148 |
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69,319 |
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1,053,808 |
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Proposal 5 Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
With respect to the advisory vote on the frequency of the advisory vote to approve the Companys compensation of its named executive officers, a majority of the votes cast were voted for the one year option, and this is considered to be the option recommended by the stockholders. The number of votes received for the options of one, two or three years, and the number of abstentions and broker non-votes, were as follows:
Votes For |
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Votes For |
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Votes For |
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Abstentions |
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Broker Non-Vote |
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16,359,914 |
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61,204 |
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7,151,925 |
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7,355 |
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1,053,808 |
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The Company has decided to seek the stockholders advisory vote on the approval of the Companys compensation of its named executive officers every year, until the next required vote on the frequency of stockholder votes on the compensation of its named executive officers.
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.
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TNS, INC. | |
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Dated: May 20, 2011 |
/s/ Henry H. Graham, Jr. | |
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By: |
Henry H. Graham, Jr. |
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Its: |
Chief Executive Officer |