Current Report Filing (8-k)
August 05 2016 - 4:11PM
Edgar (US Regulatory)
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 1, 2016
FLEETMATICS GROUP PLC
(Exact name of registrant as specified in its charter)
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Ireland
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001-35678
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98-1170810
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Block C, Cookstown Court
Belgard Road
Tallaght
Dublin
24
Ireland
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(Address of principal executive offices)
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(Zip Code)
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+353 (1) 413 1250
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 1, 2016, Fleetmatics Group PLC (the Company) held its annual general meeting of shareholders (the 2016 Annual Meeting) to
consider and vote on the four proposals set forth below, each of which is described in greater detail in the Companys definitive proxy statement filed with the U.S. Securities and Exchange Commission (the SEC) on June 22, 2016. The
final voting results are set forth below.
Proposal 1 Re-Election of Directors
The shareholders re-elected each of the three persons named below to serve as a Class I director of the Company for a three-year term that expires at the
Companys annual general meeting of shareholders in 2019, subject to his earlier resignation or removal. The results of such vote were as follows:
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Director Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage
of Votes in
Favor
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Vincent R. De Palma
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34,578,533
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622,745
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57,626
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1,428,435
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98.07
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%
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Andrew G. Flett
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34,637,546
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563,732
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57,626
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1,428,435
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98.24
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%
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Jack Noonan
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34,308,291
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629,442
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321,171
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1,428,435
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97.30
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%
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Proposal 2 Re-Appointment of Auditors and Authorizing Directors to Determine Their Remuneration
The shareholders re-appointed PricewaterhouseCoopers as the Companys auditors for the fiscal year ending December 31, 2016 and authorized the
Companys directors to determine their remuneration. The results of such vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Percentage
of Votes in Favor
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36,598,944
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28,971
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59,424
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99.76%
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Proposal 3 Advisory Vote to Recommend the Approval of the Companys Executive Compensation
The shareholders approved, on an advisory basis, the compensation of the Companys 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 Companys Proxy Statement for the 2016 Annual General Meeting. The results of such vote were as
follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage
of Votes in Favor
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34,347,854
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837,717
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73,333
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1,428,435
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97.42%
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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.
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Date: August 5, 2016
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FLEETMATICS GROUP PLC
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By:
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/s/ Stephen Lifshatz
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Name:
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Stephen Lifshatz
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Title:
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Chief Financial Officer
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Chief Accounting Officer
(Principal
Financial Officer and
Principal Accounting Officer)
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