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): June 9, 2015
 
 
MONSTER WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
001-34209
13-3906555
 
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 


 
 
 
133 Boston Post Road, Building 15
Weston, Massachusetts
02493
 
 
 
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (978) 461-8000
None
(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 (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))






ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company’s 2015 Annual Meeting of Stockholders was held on June 9, 2015. The following proposals were submitted to stockholders at the meeting.
Proposal No. 1 – Election of Directors
Under Proposal No. 1, each of the following six nominees for director was elected to serve a one-year term expiring at the Company’s 2016 Annual Meeting of Stockholders. The voting results for Proposal No. 1 were as follows:
 
  
FOR
  
AGAINST
  
BROKER
NON-VOTES
Edmund P. Giambastiani, Jr.
  
53,888,894
 
4,103,322
 
21,711,834
Timothy T. Yates
  
56,588,007
 
1,404,209
 
21,711,834
John Gaulding
  
54,433,976
 
3,558,240
 
21,711,834
James P. McVeigh
  
56,403,913
 
1,588,303
 
21,711,834
Jeffrey F. Rayport
  
56,282,176
 
1,710,040
 
21,711,834
Roberto Tunioli
  
55,901,302
 
2,090,914
 
21,711,834
Proposal No. 2 – Ratification of Appointment of BDO USA, LLP as Independent Registered Public Accounting Firm
The voting results for Proposal No. 2 were as follows:
 
FOR 
  
AGAINST
  
ABSTAIN
  
BROKER
NON-VOTES
77,150,208
  
2,209,210
 
344,632
 
(0)
Proposal No. 3 – Authorization of the Issuance of Additional Shares of Common Stock in Settlement of Conversion of the Company’s 3.50% Convertible Senior Notes Due 2019
The voting results for Proposal No. 3 were as follows:
 
FOR 
  
AGAINST
  
ABSTAIN
  
BROKER
NON-VOTES
54,417,669
  
3,343,080
 
231,467
 
21,711,834
Proposal No. 4 – Advisory Vote to Approve Named Executive Officer Compensation
The voting results for Proposal No. 4 were as follows:
 
FOR 
  
AGAINST
  
ABSTAIN
  
BROKER
NON-VOTES
18,265,539
  
36,525,805
 
3,200,872
 
21,711,834






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.
 
 
 
 
MONSTER WORLDWIDE, INC.
 
(Registrant)
 
 
 
 
By:
/s/ Michael C. Miller
 
Name:
Michael C. Miller
 
Title:
Executive Vice President,
General Counsel and Secretary
Date: June 15, 2015


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