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 (Date of earliest event reported): June 2, 2011

 

United Online, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-33367

 

77-0575839

(State or Other Jurisdiction

of Incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

21301 Burbank Boulevard

Woodland Hills, California 91367

(Address of Principal Executive Offices) (Zip Code)

 

Telephone: (818) 287-3000

(Registrant’s telephone number, including area code)

 

N/A

(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.

 

(a)  The 2011 annual meeting of stockholders (the “Annual Meeting”) of United Online, Inc. (the “Company”) was held on June 2, 2011.

 

(b)  At the Annual Meeting, the Company’s stockholders (1) elected all of the Company’s nominees for director; (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; (3) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (4) approved, on an advisory basis, conducting advisory votes on the compensation of the Company’s named executive officers every year.  The voting results are as follows:

 

Proposal 1:  Election of Directors

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Mark R. Goldston

 

61,169,526

 

3,987,086

 

12,085,237

 

Howard G. Phanstiel

 

62,125,982

 

3,030,630

 

12,085,237

 

Carol A. Scott

 

57,913,566

 

7,243,046

 

12,085,237

 

 

Proposal 2:  Ratification of the appointment of PricewaterhouseCoopers LLP

 

For

 

Against

 

Abstain

75,859,773

 

1,259,452

 

122,624

 

Proposal 3:  Advisory vote regarding the compensation of the Company’s named executive officers

 

For

 

Against

 

Abstain

 

Broker Non-Votes

51,379,135

 

13,013,747

 

763,730

 

12,085,237

 

Proposal 4:  Advisory vote regarding the frequency of advisory votes on the compensation of the Company’s named executive officers

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

56,495,144

 

111,308

 

7,767,056

 

783,104

 

12,085,237

 

(d)  On June 2, 2011, following the Annual Meeting and after taking into consideration the results of the advisory vote regarding the frequency at which advisory votes on the compensation of the Company’s named executive officers should be conducted (the “Frequency Vote”), the Company’s Board of Directors determined to hold advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next Frequency Vote.

 

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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.

 

 

Date: June 6, 2011

UNITED ONLINE, INC.

 

 

 

 

 

 

 

By:

/s/ Neil P. Edwards

 

 

Neil P. Edwards

 

 

Acting Chief Financial Officer

 

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