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 20, 2015
UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-10653 |
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36-3141189 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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One Parkway North Blvd. Suite 100 Deerfield, Illinois |
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60015-2559 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (847) 627-7000
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))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2015, the Registrant’s shareholders approved the 2015 Long-Term Incentive Plan (the “2015 Plan”), which amended and restated the prior Amended and Restated 2004 Long-Term Incentive Plan (the “2004 Plan”) (see Item 5.07 below). Among other changes, the 2015 Plan amended the 2004 Plan to increase the number of shares of Common Stock authorized for issuance by 300,000 shares, change the share counting provisions, add repricing restrictions, provide for a minimum one year vesting period on all awards (subject to limited exceptions) and change the limitations on certain awards. The 2015 Plan is described under Proposal 3 in the Registrant’s proxy statement filed with the Securities and Exchange Commission on April 8, 2015, which description is incorporated herein by reference.
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Item 5.07 |
Submission of Matters to a Vote of Secutiry Holders. |
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(a) |
The Annual Meeting of Stockholders of the Registrant (the “Annual Meeting”) was held in Deerfield, Illinois on Wednesday, May 20, 2015. |
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(b) |
The following matters were voted on by the Registrant’s stockholders at the Annual Meeting and received the following votes: |
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1. |
Proposal 1 – Election of Four Class II Directors to serve for a three-year term expiring in 2018 and One Class I Director to serve for a two-year term expiring in 2017: |
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Robert B. Aiken, Jr. |
35,652,113 |
340,892 |
1,032,117 |
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Charles K. Crovitz |
35,013,314 |
979,691 |
1,032,117 |
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Roy W. Haley |
35,518,978 |
474,027 |
1,032,117 |
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Stuart A. Taylor, II |
34,742,142 |
1,250,863 |
1,032,117 |
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Paul S. Williams |
35,672,100 |
320,905 |
1,032,117 |
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2. |
Proposal 2 – A proposal to ratify the selection of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for 2015: |
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Votes For |
Votes Against |
Abstentions |
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No. of Shares |
36,768,475 |
254,940 |
1,707 |
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3. |
Proposal 3 – Approval of Amendments to and Restatement of the 2004 Plan: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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No. of Shares |
35,194,438 |
657,554 |
141,013 |
1,032,117 |
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4. |
Proposal 4 – An advisory (nonbinding) vote on the compensation of the Registrant’s named executive officers: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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No. of Shares |
35,405,506 |
389,226 |
198,273 |
1,032,117 |
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(c) |
Not applicable |
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(d) |
Not applicable |
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, thereunto duly authorized.
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UNITED STATIONERS INC. |
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Date: May 27, 2015 |
/s/Eric A. Blanchard |
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Senior Vice President, General Counsel and Secretary |