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EX-99.1 - EX-99.1 - EPIQ SYSTEMS INCa11-14527_1ex99d1.htm

 

 

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 7, 2011

 

EPIQ SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Missouri

 

0-22081

 

48-1056429

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification Number)

 

501 Kansas Avenue

Kansas City, Kansas 66105

(Address of principal executive offices, including zip code)

 

(913) 621-9500

(Registrant’s telephone number, including area code)

 

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.

 

On June 7, 2011, Epiq Systems, Inc. (“Epiq” or “the Company”) held its Annual Meeting of Shareholders.  The shareholders considered and voted on five proposals submitted for shareholder vote, each of which is described in detail in the Company’s 2011 Proxy Statement.  There were 35,402,613 shares of Common Stock entitled to vote at the meeting, and a total of 34,451,653 shares, or 97.3%, were represented at the meeting.  The following is a brief description of the matters voted on at the Annual Meeting of Shareholders and the final results of such voting:

 

Proposal 1. Election of Directors

 

The nominees for election to the board of directors were elected, each for a one-year term, based upon the following votes:

 

 

 

For

 

Withheld

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Tom W. Olofson

 

30,589,797

 

534,373

 

 

3,327,483

 

Christopher E. Olofson

 

30,804,647

 

319,523

 

 

3,327,483

 

W. Bryan Satterlee

 

28,363,250

 

2,760,920

 

 

3,327,483

 

Edward M. Connolly, Jr.

 

27,579,631

 

3,544,539

 

 

3,327,483

 

James A. Byrnes

 

28,423,496

 

2,700,674

 

 

3,327,483

 

Joel Pelofsky

 

28,418,646

 

2,705,524

 

 

3,327,483

 

Terry C. Matlack

 

30,814,283

 

309,887

 

 

3,327,483

 

 

Proposal 2.  Ratification of Independent Registered Public Accounting Firm

 

The board of directors’ proposal to ratify the appointment of Deloitte & Touche LLP as Epiq’s independent registered public accounting firm for the year ending December 31, 2011 was approved based on the following votes:

 

Votes for 

 

34,296,728

 

Votes against

 

151,189

 

Abstentions

 

3,736

 

 

Proposal 3.  Re-approval of Performance Goals Under 2004 Equity Incentive Plan

 

The board of directors’ proposal to re-approve the material terms of the performance criteria under the Company’s 2004 Equity Incentive Plan to help ensure that annual incentive award payments do not fail to be deductible under IRS Code Section 162(m) was approved based on the following votes:

 

Votes for

 

27,216,887

 

Votes against

 

3,905,856

 

Abstentions

 

1,427

 

Broker non-votes

 

3,327,483

 

 

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Proposal 4.  Advisory (Non-Binding) Vote Approving the Compensation of our Named Executive Officers

 

The board of directors’ proposal for shareholders to approve, on an advisory basis (non-binding), the compensation of Epiq’s named executive officers was approved based on the following votes:

 

Votes for

 

26,322,774

 

Votes against

 

4,768,208

 

Abstentions

 

33,188

 

Broker non-votes

 

3,327,483

 

 

Proposal 5.  Advisory (Non-Binding) Vote Determining the Frequency of Advisory Votes on the Compensation of our Named Executive Officers

 

The board of directors’ proposal for shareholders to vote, on an advisory (non-binding) basis, on whether future advisory votes on the compensation of Epiq’s named executive officers should occur every 3 years, 2 years, 1 year, or to abstain from such voting, received the following votes:

 

3 Years

 

12,158,435

 

2 Years

 

52,623

 

1 Year

 

18,865,205

 

Abstentions

 

47,907

 

Broker non-votes

 

3,327,483

 

 

The shareholders recommended that an advisory (non-binding) vote on the compensation of the Company’s named executive officers occur once every year.  In accordance with the voting results for this proposal, the Company will include an advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required advisory vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers. The Company is required to provide shareholders the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers at least once every six calendar years.

 

Item 7.01  Other Events.

 

On June 7, 2011 Epiq’s board of directors declared a cash dividend of $0.035 per share payable on August 18, 2011 to shareholders of record at the close of business on July 28, 2011.

 

The press release announcing the board of director’s declaration of a cash dividend is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

The information in Item 7.01 of this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

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Item 9.01  Financial Statements and Exhibits.

 

(d)  The following item is furnished as an exhibit to this Current Report on Form 8-K.

 

Exhibit No.

 

Description

99.1

 

Press release, dated June 8, 2011, announcing the declaration of a cash dividend.

 

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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.

 

 

 

EPIQ SYSTEMS, INC.

 

 

Date: June 8, 2011

 

 

 

 

By:

/s/ Tom W. Olofson

 

Name:

Tom W. Olofson

 

Title:

Chairman of the Board, Chief Executive Officer and Director

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press release, dated June 8, 2011, announcing the declaration of a cash dividend.

 

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