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): May 2, 2012
Rackspace Hosting, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34143
Delaware | 74-3016523 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) | |
5000 Walzem Rd.
San Antonio, Texas 78218
(Address of principal executive offices, including zip code)
(210) 312-4000
(Registrant’s telephone number, including area code)
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:
[ ] 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.
Rackspace Hosting, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 2, 2012 in San Antonio, Texas. Stockholders representing 124,888,532 shares, or 92.79% of the common shares outstanding as of the March 9, 2012 record date, were present in person or were represented at the meeting by proxy. The items listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in the Company's Proxy Statement for the 2012 Annual Meeting. Final voting results are shown below.
Proposal 1 - Election of directors:
Each nominee for election as a Class I director required the affirmative vote of a majority of the shares present at the 2012 Annual Meeting entitled to vote in order to be elected. Three Class I directors were elected to hold office for a term expiring in 2015. The following summarizes the votes received for each nominee for director:
NOMINEE | VOTES FOR | VOTES AGAINST | VOTES ABSTAIN | BROKER NON-VOTES |
S. James Bishkin | 107,226,973 | 1,926,393 | 135,834 | 15,599,332 |
Fred Reichheld | 107,252,811 | 1,900,333 | 136,056 | 15,599,332 |
Mark P. Mellin | 107,113,769 | 2,037,957 | 137,474 | 15,599,332 |
Proposal 2 - Ratification of KPMG, LLP, the Company's independent registered public accounting firm:
This proposal required the affirmative vote of holders of a majority of the shares present at the 2012 Annual Meeting entitled to vote. The following summarizes the voting results for the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012:
VOTES FOR | VOTES AGAINST | VOTES ABSTAIN | BROKER NON-VOTES |
124,710,794 | 92,620 | 85,118 | — |
Proposal 3 - Approval of the amendment and restatement of the Amended and Restated Long-Term Incentive Plan:
This proposal required the affirmative vote of holders of a majority of the shares present at the 2012 Annual Meeting entitled to vote. The following summarizes the voting results for the approval of the amendment and restatement of the Amended and Restated Long-Term Incentive Plan:
VOTES FOR | VOTES AGAINST | VOTES ABSTAIN | BROKER NON-VOTES |
105,891,648 | 3,286,657 | 110,895 | 15,599,332 |
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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.
Rackspace Hosting, Inc. | |||
Date: | May 8, 2012 | By: | /s/ Alan Schoenbaum |
Alan Schoenbaum | |||
Senior Vice President, General Counsel and Secretary | |||
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