UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K/A
(Amendment No. 1)
 
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 15, 2011
 
Vertro, Inc.
(Exact Name of Registrant as specified in its charter)
 
Delaware
0-30428
88-0348835
(State or other jurisdiction of incorporation or organization)
(Commission File No.)
(IRS Employer Identification Number)
 
143 Varick Street
New York, New York 10013
(212) 231-2000
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
 
Not Applicable
(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))
 
 
 
 







Explanatory Note

This Form 8-K/A is being filed solely to include the signature page, which was inadvertently not included in the original Form 8-K filed on June 16, 2011.

Item 5.07
Submission of Matters to a Vote of Security Holders

On June 15, 2011, Vertro, Inc. (the “Company”) held its 2011 annual meeting of stockholders.  At the meeting, holders of 3,569,192 shares of our common stock, $0.005 par value, were present in person or by proxy, which was in excess of the quorum needed to hold the meeting. The final vote on the proposals was recorded as follows

Proposal 1 - Election of Directors

The following directors were elected at the meeting according to the vote tabulation described below:

Director
 
Votes For
 
Votes Withheld
 
Non-Votes
Peter A. Corrao
 
3,376,214

 
192,978

 

Dr. Adele Goldberg
 
3,458,339

 
110,853

 

Lee S. Simonson
 
3,458,414

 
110,778

 

Joseph P. Durrett
 
3,458,414

 
110,778

 

Gerald W. Hepp
 
3,452,389

 
116,803

 

Lawrence Weber
 
3,458,414

 
110,778

 


Proposal 2 - Approval and Amendment of 2006 Stock Award and Incentive Plan

The Company's 2006 Stock Award and Incentive Plan was approved and amended according to the vote tabulation described below:

 
 
Votes For
 
Votes Against
 
Abstain
 
Non Votes
Approve and Amend the Company's 2006 Stock Award and Incentive Plan
 
3,193,669
 
374,015
 
1,508
 











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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.

 
Vertro, Inc.
 
 
 
Date: June 20, 2011
By:
/s/ John B. Pisaris
 
 
John B. Pisaris
 
 
General Counsel & Secretary




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