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EX-3.2 - FOURTH AMENDED AND RESTATED BY-LAWS - DUN & BRADSTREET CORP/NWd351581dex32.htm
EX-3.1 - CERTIFICATE OF AMENDMENT OF THE AMENDED & RESTATED CERTIFICATE OF INCORPORATION - DUN & BRADSTREET CORP/NWd351581dex31.htm
Table of Contents

 

 

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 9, 2012

 

 

THE DUN & BRADSTREET CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-15967   22-3725387
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
103 JFK Parkway, Short Hills, NJ   07078
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (973) 921-5500

 

(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))

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     1   

Item 5.07 Submission of Matters to a Vote of Security Holders

     1   

Item 9.01 Financial Statements and Exhibits

     2   

SIGNATURES

     3   

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 9, 2012 our shareholders approved amendments to our Amended and Restated Certificate of Incorporation and our Fourth Amended and Restated By-Laws (the “By-Laws”), which became effective on such date, to add a right permitting the holders of at least 40% of the Company’s outstanding common stock to call a special meeting of shareholders. In addition, the amendments to our By-Laws include procedural requirements with which shareholders are required to comply in order to call a special meeting.

Our Amended and Restated Certificate of Incorporation, as amended, and Fourth Amended and Restated By-Laws, as amended, are included in this Current Report on Form 8-K as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Shareholders was held on May 9, 2012. At such meeting, 42,552,092 shares of our common stock were represented in person or by proxy, which was equal to 88.92% of the issued and outstanding shares entitled to vote at the meeting.

The matters voted upon and the results of the vote were as follows:

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The nine directors listed below were elected to one-year terms, which will expire at the 2013 Annual Meeting of Shareholders.

 

     Number of Shares  

Nominee

   For      Against      Abstain  

Austin A. Adams

     39,771,796         61,964         70,431   

John W. Alden

     39,089,463         744,840         69,888   

Christopher J. Coughlin

     39,175,264         658,314         70,613   

James N. Fernandez

     39,766,172         63,495         74,524   

Paul R. Garcia

     39,764,191         59,168         80,832   

Douglas A. Kehring

     39,725,594         99,941         78,656   

Sara Mathew

     38,342,802         1,458,444         102,945   

Sandra E. Peterson

     39,770,109         63,853         70,229   

Michael J. Winkler

     39,126,802         707,788         69,601   

 

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There were 2,647,901 Broker Non-Votes on Proposal No. 1 relating to each director.

On May 9, 2012, subsequent to our 2012 Annual Meeting of Shareholders, our Board of Directors met and approved the reconstitution of our Board committees, as follows:

Audit Committee – James N. Fernandez (Chair), Austin A. Adams and Paul R. Garcia

Compensation & Benefits Committee – John W. Alden (Chair), Christopher J. Coughlin, Sandra E. Peterson and Michael J. Winkler

Board Affairs Committee – Christopher J. Coughlin (Chair), John W. Alden and James N. Fernandez

Innovation & Technology Committee – Sandra E. Peterson (Chair), Austin A. Adams, Paul R. Garcia and Michael J. Winkler

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm was ratified as follows: 42,234,582 voted in favor; 293,860 voted against; and 23,650 abstained.

There were no Broker Non-Votes on Proposal No. 2.

PROPOSAL NO. 3

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION (SAY ON PAY)

The vote on executive compensation as disclosed in the proxy materials for our Annual Meeting of Shareholders was approved, on an advisory basis, as follows: 25,702,265 voted in favor; 13,932,759 voted against; and 269,167 abstained.

There were 2,647,901 Broker Non-Votes on Proposal No. 3.

PROPOSAL NO. 4

APPROVAL OF AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION AND FOURTH AMENDED AND RESTATED

BY-LAWS TO PERMIT SHAREHOLDERS TO CALL SPECIAL MEETINGS

The proposal to approve amendments to our Amended and Restated Certificate of Incorporation and Fourth Amended and Restated By-Laws to add a right permitting the holders of at least 40% of the Company’s outstanding common stock to call a special meeting of shareholders was approved as follows: 39,716,820 voted in favor; 74,716 voted against; and 112,655 abstained.

There were 2,647,901 Broker Non-Votes on Proposal No. 4.

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit

  

Description

3.1    Certificate of Amendment of the Amended and Restated Certificate of Incorporation of The Dun & Bradstreet Corporation, as filed with the Secretary of State of Delaware on May 9, 2012, together with the Amended and Restated Certificate of Incorporation of the Company.
3.2    Fourth Amended and Restated By-Laws of The Dun & Bradstreet Corporation, as amended, effective May 9, 2012.

 

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Table of Contents

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.

 

The Dun & Bradstreet Corporation
By:  

/s/ Richard S. Mattessich

  Richard S. Mattessich
  Vice President, Associate General
  Counsel and Assistant Corporate Secretary

DATE: May 14, 2012

 

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