UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 19, 2011
RailAmerica, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
001-32579 | 65-0328006 | |
(Commission File Number) | (IRS Employer Identification No.) |
7411 Fullerton Street, Suite 300, Jacksonville, Florida 32256
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
(800) 342-1131
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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:
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.
RailAmerica, Inc. (RailAmerica or the Company) held its 2011 Annual Meeting of
Stockholders on May 19, 2011. The following is a summary of the voting results from the meeting:
1. | The stockholders elected RailAmericas Class II directors (Joseph P. Adams, Jr. and Paul R. Goodwin) to the Board of Directors for three-year terms and until their successors are elected and qualified. |
Votes for | Votes withheld | Abstentions | Broker Non-Votes | |||||
Election of Joseph P. Adams, Jr. |
48,381,121 | 810,316 | 0 | 1,882,714 | ||||
Election of Paul R. Goodwin |
48,538,741 | 652,696 | 0 | 1,882,714 |
2. | The stockholders ratified the appointment of Ernst & Young LLP as RailAmericas independent registered public accounting firm for fiscal year ending December 31, 2011. |
Votes for | Votes Against | Abstentions | |||||
Ratification of Independent Auditor |
50,982,862 | 12,335 | 78,954 |
3. | The stockholders approved the compensation of the Companys executive officers on an advisory basis. |
Votes for | Votes Against | Abstentions | Broker Non-Votes | |||||
Advisory Vote on Executive Compensation |
48,543,792 | 522,363 | 125,282 | 1,882,714 |
4. | The stockholders recommended, on an advisory basis, that the advisory vote on the compensation of the Companys executive officers should be held every three years. |
1 year | 2 years | 3 years | Abstentions | Broker Non-Votes | ||||||||
Frequency of Future
Advisory Votes on
Executive
Compensation |
14,143,795 | 64,710 | 34,398,159 | 584,773 | 1,882,714 |
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.
RAILAMERICA, INC. |
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Date: May 23, 2011 | By: | /s/ B. Clyde Preslar | ||
Name: | B. Clyde Preslar | |||
Title: | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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