UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
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 4, 2011
Web.com Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51595 | 94-3327894 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 12808 Gran Bay Parkway West, Jacksonville, FL | 32258 | |
| (Address of principal executive offices) | (Zip Code) | |
(Registrant’s telephone number, including area code): (904) 680-6600
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)) |
Explanatory Note
On May 4, 2011, Web.com Group, Inc. filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission reporting the voting results from its Annual Meeting of Stockholders held on May 4, 2011. The sole purpose of this Current Report on Form 8-K/A to disclose Web.com Group, Inc.’s decision regarding how frequently it will hold an advisory vote on compensation of its named executive officers, which is included at the end of Item 5.07 below. No other changes have been made to the Original Report.
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2011 Annual Meeting of Stockholders was held on May 4, 2011 at 10:30 a.m. Eastern Time, at the Company’s headquarters in Jacksonville, Florida. The following matters were voted upon at the meeting:
| 1. | The following directors were elected to hold office until the date in which the Annual Meeting of Stockholders is held in 2014: |
|
Nominees |
Number of Shares Voted For |
Number of Shares Voted Withheld |
Broker Non-Votes |
| David L. Brown | 22,235,442 | 435,796 | 0 |
| Timothy I. Maudlin | 20,347,275 | 2,323,963 | 0 |
The following director was elected to hold office until the date in which the Annual Meeting of Stockholders is held in 2013:
|
Nominee |
Number of Shares Voted For |
Number of Shares Voted Withheld |
Broker Non-Votes |
| Philip J. Facchina | 22,457,776 | 213,462 | 0 |
The following director was elected to hold office until the date in which the Annual Meeting of Stockholders is held in 2012:
|
Nominee |
Number of Shares Voted For |
Number of Shares Voted Withheld |
Broker Non-Votes |
| Deborah H. Quazzo | 22,373,341 | 297,897 | 0 |
| 2. | An advisory vote on executive compensation. |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 22,261,121 | 248,960 | 161,157 | 0 |
| 3. | An advisory vote on the frequency of holding future advisory votes on executive compensation. |
| One Year | Two Years | Three Years | Abstain |
| 21,607,153 | 197,667 | 741,117 | 125,301 |
| 4. | Approval of the Amended and Restated 2008 Equity Incentive Plan. |
|
For |
Against |
Abstain |
Broker Non-Votes |
| 13,398,400 | 9,233,255 | 39,583 | 0 |
Web.com Group, Inc. has determined, in light of and consistent with the vote of its stockholders as to the preferred frequency of stockholder advisory votes on the compensation of Web.com Group, Inc.’s named executive officers, to include a stockholder advisory vote on the compensation of its named executive officers in its annual meeting proxy materials each year until the next advisory vote on the frequency of stockholder votes on the compensation of its named executive officers.
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.
|
Web.com Group, Inc. (Registrant)
| ||
| /s/ Matthew P. McClure | ||
| Matthew P. McClure, Secretary | ||
Date: July 10, 2012