UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 8, 2013
SOLERA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33461 | 26-1103816 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 Village Circle, Suite 100
Westlake, TX 76262
(Address of principal executive offices, including Zip Code)
(817) 961-2100
(Registrant’s telephone number, including area code)
(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:
| ¨ | 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.
Voting Results
The Solera Holdings, Inc. (the “Company”) 2013 Annual Meeting of Stockholders was held on November 8, 2013. Set forth below are the matters the stockholders voted on and the final voting results.
1. Election of Directors:
| Nominee |
Votes For | Withheld | Broker Non-Votes | |||||||||
| Tony Aquila |
64,194,915 | 1,520,422 | 900,322 | |||||||||
| Thomas A. Dattilo |
63,396,153 | 2,319,184 | 900,322 | |||||||||
| Arthur F. Kinsgbury |
65,331,914 | 383,423 | 900,322 | |||||||||
| Dr. Kurt J. Lauk |
65,594,841 | 120,496 | 900,322 | |||||||||
| Kenneth A. Viellieu |
63,070,657 | 2,644,680 | 900,322 | |||||||||
| Thomas C. Wajnert |
63,630,829 | 2,084,508 | 900,322 | |||||||||
| Stuart J. Yarbrough |
65,498,086 | 217,251 | 900,322 | |||||||||
2. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2014:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 66,410,446 | 205,213 | — | — | |||||||||
| 3. | Approval, by nonbinding advisory vote, on the compensation of named executive officers: |
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 33,841,268 | 31,862,588 | 11,481 | 900,322 | |||||||||
4. Approval of amendments and performance criteria contained in Article 10 of the Company’s 2008 Omnibus Incentive Plan:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 63,827,956 | 1,883,366 | 4,015 | 900,322 | |||||||||
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.
| SOLERA HOLDINGS, INC. | ||||||
| Date: November 8, 2013 |
/s/ Jason M. Brady | |||||
| Name: Jason M. Brady | ||||||
| Title: Senior Vice President, General Counsel and Secretary | ||||||