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 22, 2013

 

 

Constant Contact, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33707   04-3285398

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1601 Trapelo Road

Waltham, Massachusetts

  02451
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 472-8100

(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

At the annual meeting of stockholders of Constant Contact, Inc. (the “Company”) held on May 22, 2013 (the “2013 Annual Meeting”), there were 26,742,888 shares of the Company’s common stock represented in person or by proxy, constituting 87.11% of the shares of the Company’s common stock issued and outstanding and entitled to vote at the 2013 Annual Meeting, and the Company’s stockholders voted upon the following proposals:

1. The following nominees were elected to the Company’s board of directors as Class III directors for terms expiring at the 2016 annual meeting of stockholders.

 

     For    Withheld    Broker Non-Votes

Robert P. Badavas

   23,020,419    301,787    3,420,682

Gail F. Goodman

   22,758,585    563,621    3,420,682

William S. Kaiser

   23,017,332    304,874    3,420,682

Following the annual meeting, Thomas Anderson, Jay Herratti, and Sharon T. Rowlands, having terms expiring in 2014, and John Campbell and Daniel T. H. Nye, having terms expiring in 2015, continue as directors of the Company.

2. The amendment to the 2007 Employee Stock Purchase Plan was approved.

 

For:

     23,228,038      

Against:

     54,513      

Abstain:

     39,655      

Broker Non-Votes:

     3,420,682      

3. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013 was ratified.

 

For:

     26,684,643      

Against:

     18,327      

Abstain:

     39,918      

4. A non-binding, advisory vote on the compensation of the Company’s named executive officers was approved.

 

For:

     22,924,346      

Against:

     321,671      

Abstain:

     76,189      

Broker Non-Votes:

     3,420,682      


Item 8.01. Other Events.

On May 21, 2013, while it was permissible under the applicable securities laws for executive officers of the Company to purchase and sell securities of the Company, the following executive officer entered into a binding trading plan (the “10b5-1 Plan”):

 

Name

  

Title

  

Maximum number of shares

of common stock that may

be sold under 10b5-1 Plan

  

Time period during

which sales may occur

under 10b5-1 Plan

Robert P. Nault

  

Vice President,

General Counsel

and Secretary

   12,000    08/23/2013–12/31/2013

Pursuant to the 10b5-1 Plan, certain shares of the Company’s common stock held by Mr. Nault will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. Under the Company’s insider trading policy, trades will not occur under the 10b5-1 Plan until at least 90 days after the execution date of the 10b5-1 Plan. The 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Transactions made pursuant to the 10b5-1 Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of such plans.


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.

 

    CONSTANT CONTACT, INC.
Date: May 22, 2013   By:  

  /s/ Robert P. Nault

   

  Robert P. Nault

  Vice President and General Counsel