Pennsylvania
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23-2394430
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
1. Election of Directors - The 8 nominees listed below were elected to serve on the Board of Directors for the ensuing year. There were 1,258,330 broker non-votes in connection with the election of directors.
Director For Withheld
2. Advisory vote to approve executive compensation - 16,476,234 votes FOR, 292,831 votes AGAINST, 3,899 votes abstaining, and 1,258,330 broker non-votes. This proposal was approved.
3. Proposal to approve the Amended and Restated 2004 Omnibus Stock Plan - 12,050,800 votes FOR, 4,712,395 votes AGAINST, 9,769 votes abstaining, and 1,258,330 broker non-votes. This proposal was approved.
4. Proposal to ratify the appointment of KPMG LLP as CDI's independent registered public accounting firm for 2012 - 17,338,320 votes FOR, 687,402 votes AGAINST and 5,572 votes abstaining. This proposal was approved.
CDI Corp.
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Date: May 04, 2012
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By:
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/s/ Brian D. Short
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Brian D. Short
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Senior Vice President, Chief Administrative Officer and General Counsel
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