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 8, 2012
DEX ONE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-07155 | 13-2740040 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1001 Winstead Drive, Cary NC | Registrant’s telephone number, | 27513 | ||
| (Address of principal executive offices) |
including area code: (919) 297-1600 |
(Zip Code) | ||
(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.
Dex One Corporation (“Dex One”) held its Annual Meeting of Stockholders on May 8, 2012. There were outstanding and entitled to vote at the Annual Meeting 50,817,058 shares of Dex One common stock. There were present in person or by proxy 43,522,878 shares representing approximately 86% of the common stock outstanding and entitled to vote. At the meeting, Dex One stockholders voted on three items and cast their votes as described below.
Item No. 1: Dex One stockholders elected seven individuals to the Board of Directors to serve until Dex One’s 2013 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal as set forth below:
| Votes | Votes | Broker | ||||||||||||||
| Name | Votes For | Against | Abstain | Non-Votes | ||||||||||||
| Jonathan B. Bulkeley |
33,381,663 | 408,899 | 12,904 | 9,719,412 | ||||||||||||
| Eugene I. Davis |
32,865,394 | 924,868 | 13,204 | 9,719,412 | ||||||||||||
| Richard L. Kuersteiner |
33,291,219 | 498,677 | 13,570 | 9,719,412 | ||||||||||||
| W. Kirk Liddell |
33,383,664 | 402,232 | 17,570 | 9,719,412 | ||||||||||||
| Mark A. McEachen |
33,270,219 | 516,043 | 17,204 | 9,719,412 | ||||||||||||
| Alfred T. Mockett |
33,380,648 | 404,464 | 18,354 | 9,719,412 | ||||||||||||
| Alan F. Schultz |
33,263,453 | 526,909 | 13,104 | 9,719,412 | ||||||||||||
| Item | No. 2: Dex One stockholders approved, on an advisory basis, Dex One’s executive compensation as set forth below: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 33,425,884 |
351,940 | 25,642 | 9,719,412 |
Item No. 3: Dex One stockholders ratified the appointment of KPMG LLP as Dex One’s independent registered public accounting firm for 2012 as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 42,469,551 |
1,026,743 | 26,584 | 0 |
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.
| Dex One Corporation | ||
| By: | /s/ Mark W. Hianik | |
| Name: | Mark W. Hianik | |
| Title: | Senior Vice President, General Counsel and Chief Administrative Officer | |
Date: May 10, 2012