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 5, 2013

 


 

OPENTABLE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-34357

 

94-3374049

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

1 Montgomery Street, 7th Floor, San Francisco,
California

 

94104

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (415) 344-4200

 

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:

 

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)           On June 5, 2013, the Company held its Annual Meeting.

 

(b)           At the Annual Meeting, stockholders voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2013 (the “Proxy Statement”).

 

Proposal 1.  The election of the two nominees listed below to serve until the 2016 annual meeting of stockholders or until their successors are elected.

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Thomas H. Layton

 

19,043,450

 

596,836

 

2,047,862

 

Matthew Roberts

 

19,506,095

 

134,191

 

2,047,862

 

 

Proposal 2.  The ratification of the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2013.

 

For

 

Against

 

Abstain

 

21,625,140

 

56,402

 

6,606

 

 

Proposal 3.  The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

9,292,170

 

10,050,673

 

297,443

 

2,047,862

 

 

2



 

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 6, 2013

OPENTABLE, INC.

 

 

 

By:

/s/ I. Duncan Robertson

 

 

I. Duncan Robertson

 

 

Chief Financial Officer

 

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