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 28, 2015

 

 

XO Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-35217 13-3895178
(State or other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)

 

195 Broadway, 25th Floor

New York, New York

10007
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (212) 219-8555

 

_____________________
(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.

 

The Company held its Annual Meeting of Stockholders on May 28, 2015.

 

The stockholders:

 

·Elected Diane Irvine, Barbara Messing and Michael Steib as directors, whose terms expire at the 2018 Annual Meeting of Stockholders, or in each case until the director’s successor is elected and qualified.

 

·Ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2015.

 

·Advised that they approve the compensation of the Company’s named executive officers for the year ended December 31, 2014, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure included the Compensation Discussion and Analysis, the compensation tables, and any related material in the Company’s definitive proxy statement for the 2015 Annual Meeting).

 

Shares of common stock were voted as follows:

 

Director Nominee   For   Against   Withheld   Broker
Non-Votes
Diane Irvine   20,661,217   --   222,028   2,888,903
Barbara Messing   20,661,517   --   221,728   2,888,903
Michael Steib   20,430,850   --   452,395   2,888,903

 

Proposal   For   Against   Abstain   Broker
Non-Votes
Ratification of Ernst & Young LLP   23,430,549   327,318   14,281   --
Advisory Vote on Executive Compensation   20,769,466   98,679   15,100   2,888,903

 

 

 
 

 

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.

 

 

XO GROUP INC.

(Registrant)

 

Date: May 28, 2015 By:  /s/ GILLIAN MUNSON
    Gillian Munson
    Chief Financial Officer and Secretary