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 31, 2012

 

United Online, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-33367

 

77-0575839

(State or Other Jurisdiction

of Incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

21301 Burbank Boulevard

Woodland Hills, California 91367

(Address of Principal Executive Offices) (Zip Code)

 

Telephone: (818) 287-3000

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

o                          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                          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)  The 2012 annual meeting of stockholders (the “Annual Meeting”) of United Online, Inc. (the “Company”) was held on May 31, 2012.

 

(b)  At the Annual Meeting, (1) all of the Company’s nominees for director were elected; (2) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified; and (3) a proposal for advisory approval of the compensation of the Company’s named executive officers was not approved.  The voting results were as follows:

 

Proposal 1:  Election of Directors

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

James T. Armstrong

 

59,736,040

 

1,466,278

 

15,850,497

 

Dennis Holt

 

46,092,252

 

15,110,066

 

15,850,497

 

 

Proposal 2:  Ratification of the appointment of PricewaterhouseCoopers LLP

 

For

 

Against

 

Abstain

 

75,403,389

 

1,424,487

 

224,887

 

 

Proposal 3:  Advisory vote regarding the compensation of the Company’s named executive officers

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

19,215,907

 

41,053,997

 

932,414

 

15,850,497

 

 



 

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.

 

 

Date: June 1, 2012

UNITED ONLINE, INC.

 

 

 

 

 

 

 

By:

/s/ Neil P. Edwards

 

 

Neil P. Edwards

 

 

Executive Vice President and Chief Financial Officer