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 12, 2013.
CTPARTNERS EXECUTIVE SEARCH INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34993 | 52-2402079 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1166 Avenue of the Americas, 3rd Floor, New York, New York | 10036 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (212) 588-3500
(N/A)
(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.):
¨ 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 12, 2013, CTPartners Executive Search Inc. (the “Company”) held its annual meeting of shareholders. The following matters set forth in the Company's definitive proxy statement on Schedule 14A dated April 29, 2013 and filed with the Securities and Exchange Commission were voted on at the annual meeting of shareholders and the results of such voting are indicated below.
Proposal One: Election of Directors. The five (5) nominees listed below were elected as directors of the Company, each to serve on the Board of Directors until the Company's 2013 annual meeting of the shareholders, with the respective votes set forth opposite their names:
Name of Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||
Scott M. Birnbaum | 4,968,148 | 32,683 | 409,684 | ||||||
Michael C. Feiner | 4,968,148 | 32,683 | 409,684 | ||||||
Betsy L. Morgan | 4,963,201 | 37,630 | 409,684 | ||||||
Brian M. Sullivan | 4,968,148 | 32,683 | 409,684 | ||||||
Thomas R. Testwuide, Sr. | 4,963,201 | 37,630 | 409,684 | ||||||
Proposal 2: Ratification of the appointment of McGladrey LLP. The appointment of McGladrey LLP as independent registered public accountants for the Company for the fiscal year ending December 31, 2013 is ratified.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
Proposal 2 | 5,187,782 | 222,733 | — | — | ||||||||
Proposal 3: Advisory vote on executive compensation. The compensation of the named executive officers as disclosed in the Company's proxy statement was approved.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
Proposal 3 | 4,923,380 | 27,451 | 50,000 | 409,684 | ||||||||
Proposal 4: Advisory vote on frequency of holding an advisory vote on executive compensation. Reflected below are the results of the advisory vote on frequency of holding an advisory vote on executive compensation.
3 Years | 2 Years | 1 Year | Abstain | Broker Non-Votes | |||||||||||
Proposal 4 | 3,143,111 | 18,219 | 1,800,627 | 38,874 | 409,684 | ||||||||||
In accordance with the Board of Directors' recommendation and the shareholders advisory voting results regarding frequency of holding a vote on executive compensation, the Board of Directors has determined that such advisory vote will be held every three years.
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.
CTPartners Executive Search Inc. | |||||
Date: June 12, 2013 | By: | /s/ William J. Keneally | |||
William J. Keneally | |||||
Chief Financial Officer | |||||