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): September 11, 2012

 

TUCOWS INC.

(Exact Name of Registrant Specified in Charter)

 

Pennsylvania

0-28284

23-2707366

(State or Other

(Commission File

(I.R.S. Employer

Jurisdiction of

Incorporation)

Number)

Identification No.)

 

 

96 Mowat Avenue, Toronto, Ontario, Canada, Suite 200

 

M6K 3M1

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: (416) 535-0123

 

Not Applicable

(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):

 

[ ]

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

 

The annual meeting of the Company's shareholders was held on September 11, 2012 at the offices of the Company located at 96 Mowat Avenue, Toronto, Ontario, Canada. At that meeting the Company's shareholders voted on the matters set forth below:

 

Election of Directors

 

The Company's shareholders voted upon and elected the nine directors nominated in the Company's proxy statement dated August 7, 2012 for a term of one year and until their successors are duly selected and qualified. The following table sets forth a summary of the voting results with respect to the election of directors:

 

Director

 

Votes For

 

Votes Against

 

Authority Withheld

 

Allen Karp

 

12,102,090

 

0

 

1,267,323

 

Elliot Noss

 

13,018,426

 

0

 

350,987

 

Erez Gissin

 

12,970,101

 

0

 

399,312

 

Eugene Fiume

 

13,004,701

 

0

 

364,712

 

Jeffrey Schwartz

 

12,103,040

 

0

 

1,266,373

 

Dr. Lloyd Morrisett

 

12,102,440

 

0

 

1,266,973

 

Stanley Stern

 

12,063,013

 

0

 

1,306,400

 

Joichi Ito

 

11,429,649

 

0

 

1,939,764

 

Rawleigh Ralls

 

12,257,080

     

1,112,333

 

 

There were 17,602,555 broker non-votes with respect to the election of directors.

 

Ratification of Appointment of Independent Auditors

 

The Company's shareholders voted upon and ratified the appointment of KPMG LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2012.  The following table sets forth a summary of the voting results with respect to the ratification of the appointment of the independent auditors:

 

 

Votes For

 

Votes Against

 

Abstentions

 

30,184,993

 

685,486

 

101,489

 

 

Shares represented by “broker non-votes” are counted in determining whether a quorum is present, but are not counted toward a nominee's total of affirmative votes in the election of directors and had no effect on the approval of the other proposals.  Withheld votes and votes to abstain are excluded entirely from the vote and had no effect on the outcome of any of the proposals.

 

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.

 

 

 

TUCOWS INC.

By:

/s/ Michael Cooperman

 

Michael Cooperman

 

Chief Financial Officer

   

 

Dated: September 12, 2012