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 16, 2011
Internap Network Services Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-27265
(Commission File Number)
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91-2145721
(IRS Employer
Identification Number
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250 William Street, Atlanta, Georgia
(Address of Principal Executive Offices)
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30303
(Zip Code)
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Registrant’s telephone number, including area code: (404) 302-9700
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 Securities Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2011, Internap Network Services Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), at which the stockholders approved five proposals. The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal were as follows:
(a) Election of Directors – Terms Expiring in 2014
The stockholders elected two candidates nominated by the Board of Directors to serve as directors for three-year terms expiring at the annual meeting of stockholders to be held in 2014 or until their respective successors, if any, have been elected and are qualified. The following sets forth the results of the voting with respect to each candidate:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Daniel C. Stanzione
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35,085,247
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998,819
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10,104,040
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Debora J. Wilson
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35,790,984
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293,082
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10,104,040
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(b) Amendments to the Company’s Amended and Restated 2005 Incentive Stock Plan
The stockholders approved amendments to the Company’s Amended and Restated 2005 Incentive Stock Plan. The following sets forth the results of the voting with respect to this proposal:
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For
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Against
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Abstentions
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Broker Non-Votes
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27,724,613
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6,735,998
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1,623,455
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10,104,040
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(c) Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011. The following sets forth the results of the voting with respect to this proposal.
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For
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Against
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Abstentions
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44,868,043
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1,283,300
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36,763
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(d) Advisory Resolution on Executive Compensation
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Annual Meeting. The following sets forth the results of the voting with respect to this proposal:
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For
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Against
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Abstentions
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Broker Non-Votes
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32,417,923
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2,941,994
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724,149
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10,104,040
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(e) Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The stockholders approved, on an advisory basis, the proposal to conduct future advisory votes on the compensation of the Company’s named executive officers once every year. The following sets forth the results of the voting with respect to this proposal:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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22,252,803
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4,249,993
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8,757,544
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823,726
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10,104,040
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Based on these results, the Company’s Board of Directors has adopted a policy to hold an advisory vote on the compensation of the Company’s named executive officers once every year.
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.
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INTERNAP NETWORK SERVICES CORPORATION
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Date: June 21, 2011
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By: /s/ J. Eric Cooney
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J. Eric Cooney
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Chief Executive Officer
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