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 24, 2011

 

 

Banks.com, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   001-33074   59-3234205

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

425 Market Street, Suite 2200

San Francisco, CA 94105

(Address of principal executive offices) (Zip Code)

(415) 962-9700

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

The Annual Meeting of Shareholders (the “Annual Meeting”) of Banks.com, Inc. (the “Company”) was held on June 24, 2011. The holders of 25,507,123, or 88.40% of the 28,853,009 shares of the Company’s outstanding Common and Series C Preferred Stock entitled to vote, were represented in person or by proxy at the Annual Meeting. The following is a brief description of each matter voted upon at the meeting and the final voting results for each proposal.

1. The Company’s shareholders elected the following persons as directors of the Company to serve for the ensuing year and until their successors are elected and qualified, with each receiving the following votes:

 

Director Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Daniel M. O’Donnell

     15,608,080         233,152         9,665,891   

Frank J. McPartland

     15,611,270         229,962         9,665,891   

Lawrence J. Gibson

     15,606,114         235,118         9,665,891   

Charles K. Dargan II

     15,606,597         234,635         9,665,891   

Steven L. Ernst

     15,610,898         230,334         9,665,891   

2. The Company’s shareholders ratified the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, with the following vote.

 

Votes For

  

Votes Against

  

Abstentions

25,212,165    161,143    133,815


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 30, 2011   BANKS.COM, INC.
  By:  

/s/ Daniel M. O’Donnell

  Name:   Daniel M. O’Donnell
  Title:   President and Chief Executive Officer
    (Principal Executive Officer)