SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 25, 2011
(Exact Name of Registrant as Specified in its Charter)
770 Broadway, New York, New York 10003
(Address of Principal Executive Offices) (Zip Code)
(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:
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) AOL Inc.s (the Company) 2011 annual meeting of stockholders (the Annual Meeting) was held on May 25, 2011.
(b) The Companys stockholders considered four proposals, each of which is described in more detail in the Companys Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2011 (the Proxy Statement). The matters voted upon at the Annual Meeting and the results of the votes were as follows:
Item 1. Election of Directors.
All of the nominees for director named in the Proxy Statement were elected, and the voting results are set forth below:
Item 2. Ratification of the Appointment of Ernst & Young LLP as the Companys Independent Registered Public Accounting Firm for 2011.
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2011 was approved, and the voting results were as follows:
Item 3. Advisory Vote on Executive Compensation.
Our stockholders approved, on a nonbinding advisory basis, our executive compensation as described in the Proxy Statement, and the voting results were as follows:
Item 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.
Our stockholders voted, on a nonbinding advisory basis, on the preferred frequency of holding future advisory votes on our executive compensation, and the voting results were as follows:
Based on the results of the vote, and consistent with the recommendation of the Board of Directors of the Company (the Board), the Board has adopted a policy to hold an advisory vote on executive compensation every one year until the next advisory vote on the frequency of future advisory votes on executive compensation.
Item 8.01. Other Events.
On May 25, 2011, the Board approved the AOL Inc. 2011 Directors Deferred Compensation Plan (the Plan) for non-employee directors of the Company. The Plan is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
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.
Date: May 27, 2011