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): August 4, 2011

 

 

EDGAR Online, Inc.

(Exact Name of Registrant Specified in Charter)

 

 

 

Delaware   001-32194   06-1447017

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

11200 Rockville Pike

Rockville, MD

  20852
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (301) 287-0300

 

(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):

 

¨ 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.

(a) EDGAR Online, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on August 4, 2011.

(b) The number of votes represented at the Annual Meeting, in person or by proxy, was 37,311,827, which included 6,175,421 shares of common stock representing the shares of the Company’s Series B Convertible Preferred Stock (the “Series B Stock”) eligible to vote on an as-converted basis and 5,998,916 shares of common stock representing the shares of the Company’s Series C Convertible Preferred Stock (the “Series C Stock”) which voted on an as-converted basis. In determining this number, abstentions and shares held by brokers who have notified us that they lack voting authority with respect to any matter (referred to herein as “broker non-votes”) were deemed present. Abstentions were counted as votes “cast” with respect to all proposals, while broker non-votes were not.

The matters voted upon at the Annual Meeting and the results of the vote on each such matter are set forth below:

1. The results of the vote tabulated at the Annual Meeting for the election of eight directors (of which two (2) are elected by the holders of the Series B Stock and one (1) is elected by the holders of the Series C Stock, each voting separately as a class) are set forth as follows, opposite their respective names:

 

Name

   Number of Votes
FOR
     Number of Votes
WITHHELD
     Number of
BROKER NON
VOTES
     Percentage FOR of Total
Votes Cast
 

Alfred Berkeley

     24,388,203         248,537         12,675,087         99   

John Connolly+

     6,175,421         —           —           100   

Harold Copperman

     24,388,453         248,287         12,675,087         99   

Eric Herr

     24,388,203         248,537         12,675,087         99   

Robert Farrell

     24,393,403         243,337         12,675,087         99   

Mark Maged

     24,388,453         248,287         12,675,087         99   

Barry Schuler++

     5,998,916         —           —           100   

Jeffrey Schwartz+

     6,175,421         —           —           100   

 

+ Elected by the holders of the Series B Stock, voting separately as a class.
++ Elected by the holders of the Series C Stock, voting separately as a class.


2. Proposal to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2011. The results of the vote tabulated at the Annual Meeting for this proposal were as follows:

 

Number of Votes
FOR

    Number of Votes
AGAINST
    Number of
BROKER NON
VOTES
    Number of
ABSTENTIONS
    Percentage FOR of
Total Votes Cast
 
  37,222,094        82,403        —          7,330        99

(c) Not applicable.


SIGNATURE

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.

 

EDGAR Online, Inc.
By:  

/s/ David Price

  David Price
  Chief Financial Officer and Chief Operating Officer

Dated: August 9, 2011

EDGAR® is a federally registered trademark of the U. S. Securities and Exchange Commission. EDGAR Online is not affiliated with or approved by the U.S. Securities and Exchange Commission.