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 13, 2011
UTi Worldwide Inc.
(Exact name of registrant as specified in its charter)
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British Virgin Islands |
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000-31869 |
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N/A |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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9 Columbus Centre, Pelican Drive Road Town, Tortola British Virgin Islands c/o UTi, Services, Inc. 100 Oceangate, Suite 1500 Long Beach, CA USA |
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90802 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: 562.552.9400
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N/A
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(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))
1
UTi Worldwide Inc.
Current Report on Form 8-K
June 13, 2011
Item 5.07. Submission of Matters to a Vote of Security Holders.
UTi Worldwide Inc. (the Company) held its annual meeting of shareholders on June 13, 2011 (the
Annual Meeting) in UTis Long Beach Solutions Center located at 100 Oceangate Boulevard, Suite
1500, Long Beach, California 90802, USA. Of the 102,583,401 shares of the Companys common stock
entitled to vote at the Annual Meeting, a total of 96,095,477 shares (93.68%) were represented at
the Annual Meeting in person or by proxy. The voting results for each item of business properly
presented at the Annual Meeting are set forth below.
Proposal 1 Election of Directors
At the Annual Meeting, both of the Companys nominees as listed in the Companys proxy statement
were elected. Accordingly, the following individuals were elected as class B directors to serve
a three year term and received the number of votes indicated below:
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Votes |
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Broker |
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Name of Nominee |
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Votes For |
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Withheld |
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Non-Votes |
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Eric W. Kirchner |
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88,141,152 |
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2,278,090 |
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5,676,235 |
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Leon J. Level |
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88,718,487 |
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1,700,755 |
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5,676,235 |
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Proposal 2 Advisory Vote on Executive Compensation
At the Annual Meeting, the Companys shareholders voted, on an advisory basis, to approve the
compensation of the Companys named executive officers as disclosed in the Companys proxy
statement for the Annual Meeting. The results of the vote were as follows:
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Broker |
Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
86,111,239
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218,050
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4,089,953
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5,676,235 |
Proposal 3 Advisory Vote on Frequency of Future Say-on-Pay Advisory Votes
At the Annual Meeting, the Companys shareholders voted, on an advisory basis, for a frequency of
every one year for future Say-on-Pay advisory votes. The results of the vote were as follows:
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Broker |
One Year |
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Two Years |
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Three Years |
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Abstentions |
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Non-Votes |
79,534,602
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1,673,777
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5,142,577
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4,068,286
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5,676,235 |
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In accordance with the recommendation of the Companys Board of Directors, as set forth in the
proxy statement for the Annual Meeting, and based on the voting results of the advisory vote on the
frequency of future Say-on-Pay advisory votes, the Company has determined that, until the next
advisory vote on this matter is held, it will conduct an advisory vote to approve the compensation
of the Companys named executive officers as disclosed in its proxy statement pursuant to the rules
of the Securities and Exchange Commission on an annual basis.
Proposal 4 Ratification of the Appointment of Independent Registered Public Accountants
At the Annual Meeting, the appointment of Deloitte & Touche LLP was ratified as the Companys
independent registered public accountants for the fiscal year ending January 31, 2012. The results
of the vote were as follows:
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Broker |
Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
95,558,804
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536,299
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374
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0 |
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