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): August 3, 2015

 

 

FLEETMATICS GROUP PLC

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-35678   27-3112485

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Block C, Cookstown Court

Belgard Road

Tallaght

Dublin 24

Ireland

 
(Address of principal executive offices)   (Zip Code)

+353 (1) 413 1250

Registrant’s telephone number, including area code

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:

 

¨ 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.

On August 3, 2015, Fleetmatics Group PLC (the “Company”) held its annual general meeting of shareholders (the “2015 Annual Meeting”) to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2015. The final voting results are set forth below.

Proposal 1 – Re-Election of Directors

The shareholders re-elected each of the two persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company’s annual general meeting of shareholders in 2018, subject to his earlier resignation or removal. The results of such vote were as follows:

 

Director Name

   Votes For      Votes Against      Abstentions      Broker Non-Votes      Percentage
of Votes in
Favor
 

James F. Kelliher

     34,260,672         178,946         753         1,432,913         99.48

James M. Travers

     33,923,789         516,136         446         1,432,913         98.50

Proposal 2 – Re-Appointment of Auditors and Authorizing Directors to Determine Their Remuneration

The shareholders re-appointed PricewaterhouseCoopers as the Company’s auditors for the fiscal year ending December 31, 2015 and authorized the Company’s directors to determine their remuneration. The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Percentage

of Votes in Favor

35,855,005   16,155   2,124   99.95%

Proposal 3 – To Authorize the Directors to Set the Remuneration of the Directors

The shareholders authorized the Company’s directors to determine the remuneration of the directors. The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Percentage

of Votes in Favor

35,774,762   64,626   33,896   —     99.73%


Proposal 4 –Advisory Vote to Recommend the Approval of the Company’s Executive Compensation

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the Company’s Proxy Statement for the 2015 Annual General Meeting. The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Percentage

of Votes in Favor

34,305,957   121,514   12,900   1,432,913   99.61%

Proposal 5 – Advisory Vote to Recommend Holding an Advisory Vote on the Compensation of the Company’s Named Executive Officers Every Year.

The shareholders determined, on an advisory basis, that the frequency with which the shareholders of the Company should have an advisory vote on the compensation of the Company’s named executive officers set forth in the Company’s proxy statement for each annual general meeting should be every year. The results of such vote were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Percentage

of Votes in Favor

34,402,896   26,185   11,290   1,432,913   99.89%


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: August 7, 2015     FLEETMATICS GROUP PLC
    By:  

/s/ Stephen Lifshatz

    Name:   Stephen Lifshatz
    Title:   Chief Financial Officer
      Chief Accounting Officer
      (Principal Financial Officer and
      Principal Accounting Officer)