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): June 25, 2012
PC MALL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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000-25790 |
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95-4518700 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification No.) |
1940 E. Mariposa Ave.
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
(310) 354-5600
(Registrants telephone number,
including area 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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Stockholders of PC Mall, Inc. (the Company) held on June 25, 2012, the Companys stockholders approved the PC Mall, Inc. 2012 Equity Incentive Plan (the 2012 Plan). A description of the 2012 Plan is included in the Companys Definitive Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders (the Proxy Statement) filed with the Securities and Exchange Commission on April 30, 2012, under the heading Proposal Two: Approval and Adoption of the PC Mall, Inc. 2012 Equity Incentive Plan. The description of the 2012 Plan is incorporated herein by reference and is qualified in its entirety by reference to the full text of the 2012 Plan, which was filed as Appendix A of the Proxy Statement and is incorporated herein by reference.
Upon the approval by stockholders of the 2012 Plan, the Companys 1994 Stock Incentive Plan (the 1994 Plan) was terminated, canceling the shares that remain available for grant under that plan. Outstanding awards granted under the 1994 Plan will continue unaffected following the termination of the 1994 Plan.
In connection with the annual meeting of the Companys Board of Directors on June 25, 2012, the Board made the following changes to the Companys executive officer titles and positions:
Name |
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Position |
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Kristin M. Rogers |
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Executive Vice President Marketing(1) |
Joseph B. Hayek |
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President Sarcom, Inc.(2) |
Simon M. Abuyounes |
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President AF Services, LLC(3) |
(1) Formerly Executive Vice President Sales and Marketing
(2) Formerly Executive Vice President Corporate Development and Investor Relations
(3) No change in title, but newly designated as an executive officer of the Company under Section 16 of the Securities and Exchange Act of 1934, as amended
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2012 Annual Meeting of Stockholders on June 25, 2012. At that meeting, a total of 10,102,327 votes or proxies were tabulated, representing 83.99% of total eligible votes. As of April 27, 2012, the record date, there were 12,028,250 shares outstanding. The following is a summary of matters that were voted on by the stockholders with the votes as noted below according to the final certificate of tabulation provided to the Company by Computershare, the Companys transfer agent and inspector of elections, approving the proposals:
1. Election of directors to serve until the 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The director nominees received the following votes:
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FOR |
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WITHHELD |
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BROKER |
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Frank F. Khulusi |
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6,587,699 |
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228,990 |
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3,285,638 |
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Thomas A. Maloof |
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6,350,461 |
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466,228 |
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3,285,638 |
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Ronald B. Reck |
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6,242,134 |
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574,555 |
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3,285,638 |
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Paul C. Heeschen |
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6,230,434 |
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586,255 |
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3,285,638 |
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2. Approval and adoption of the PC Mall, Inc. 2012 Equity Incentive Plan:
FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER |
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5,981,190 |
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812,730 |
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22,769 |
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3,285,638 |
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3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012:
FOR |
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AGAINST |
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ABSTENTIONS |
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9,936,777 |
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134,874 |
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30,676 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 PC Mall, Inc. 2012 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A for the Companys 2012 Annual Meeting of Stockholders (File No. 0-25790) filed with the Commission on April 30, 2012)
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.
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PC MALL, INC. | |
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(Registrant) | |
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Date: June 29, 2012 |
By: |
/s/Brandon H. LaVerne |
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Brandon H. LaVerne |
EXHIBIT INDEX
Exhibit |
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Description |
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10.1 |
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PC Mall, Inc. 2012 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A for the Companys 2012 Annual Meeting of Stockholders (File No. 0-25790) filed with the Commission on April 30, 2012) |