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: April 27, 2017
(Date of earliest event reported)
 
ARC Document Solutions, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-32407
(Commission File Number)
20-1700361
(IRS Employer
Identification Number)
 
1981 N. Broadway, Walnut Creek, CA
(Address of principal executive offices)
 
94596
(Zip Code)
(925) 949-5100
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  







Item 2.02. Results of Operations and Financial Condition

On May 2, 2017 ARC Document Solutions, Inc. (the “Company”) issued a press release reporting its financial results for the First Quarter 2017 . A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.07. Submission of Matters to a Vote of Security Holders

On April 27, 2017, the Company held its 2017 annual meeting of stockholders. A total of 46,307,515 shares of the Company’s common stock were entitled to vote as of February 27, 2017, which was the record date for the annual meeting. There were 38,611,985 shares present in person or by proxy at the annual meeting. Set forth below are the matters voted upon by the Company’s stockholders at the 2017 annual meeting and the final voting results of each such proposal.

Proposal 1 - Election of Directors
The stockholders elected seven directors, each to serve a one-year term until the Company’s next annual meeting of stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:
 
For
 
Withheld
 
Broker Non-Votes
Kumarakulasingam Suriyakumar
33,370,244
 
784,180
 
4,457,561
Thomas J. Formolo
33,373,364
 
781,060
 
4,457,561
John G. Freeland
33,842,496
 
311,928
 
4,457,561
Dewitt Kerry McCluggage
32,459,212
 
1,695,212
 
4,457,561
James F. McNulty
33,841,986
 
312,438
 
4,457,561
Mark W. Mealy
33,371,949
 
782,475
 
4,457,561
Manuel Perez de la Mesa
33,339,321
 
815,103
 
4,457,561

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017. The results of the vote were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
38,578,525
 
30,447
 
3,013
 
0

Brokers were permitted to cast stockholder non-votes at their discretion on this proposal.
Proposal 3 - Advisory, Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2016, as disclosed in the Company’s 2017 proxy statement. The results of the advisory, non-binding vote were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
33,018,805
 
508,897
 
626,722
 
4,457,561

Proposal 4 - Advisory, Non-Binding Vote on the Frequency of Stockholder Votes on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, that the Company should hold a stockholder vote every year on the compensation paid to the Company’s named executive officers. The results of the advisory, non-binding vote were as follows:
1 year
 
2 years
3 years
 
Abstain
 
Broker Non-Votes
27,004,752
 
6,700
6,542,904
 
600,068
 
4,457,561







Item 8.01. Other Events

On April 27, 2017, the Board of Directors (the “Board”) of the Company voted to decrease the authorized number of directors that constitute the Board from eight (8) to seven (7).


Item 9.01. Financial Statements and Exhibits

(d) Exhibits
            99.1       Press Release of ARC Document Solutions, Inc. dated May 2, 2017






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.

Dated: May 2, 2017
ARC DOCUMENT SOLUTIONS, INC.
By:  /s/ Jorge Avalos                    
     Jorge Avalos
      Chief Financial Officer






Exhibit Index
Exhibit No.

 
Description

 
 
 
 
 
99.1
  
ARC Document Solutions, Inc. Press Release dated May 2, 2017.
 
 
 




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