j2form8-k_17801.htm
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 6, 2015
 
  
j2 Global, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  
0-25965
(Commission
File Number)
  
47-1053457
(IRS Employer
Identification No.)

6922 Hollywood Blvd.
Suite 500
Los Angeles, California  90028
(Address of principal executive offices)

(323) 860-9200
(Registrant's telephone number, including area code)
 
 
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
Item 2.02 and 7.01.   Results of Operations and Financial Condition and Regulation FD Disclosure

On May 7, 2015, j2 Global, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal 2015.  In the press release, the Company also reaffirmed its previously issued financial estimates for fiscal 2015 of revenues between $690 and $710 million and Adjusted Non-GAAP earnings per diluted share of between $3.73 and $3.97.

The Company also announced that it has declared a quarterly cash dividend of $0.30 per common share. The dividend will be paid on June 3, 2015, to all shareholders of record as of the close of business on May 19, 2015. Future dividends will be subject to approval by the Company’s Board of Directors.
 
Also on May 7, 2015, at 5:00 p.m. Eastern Time, the Company hosted its first quarter 2015 earnings conference call and Webcast. Via the Webcast, the Company presented portions of its May 2015 Investor Presentation, which contains a summary of the Company’s financial results for the fiscal quarter ended March 31, 2015, reaffirmed financial estimates for the fiscal year 2015, and certain other financial and operating information regarding the Company. A copy of this presentation is furnished as Exhibit 99.2 to this Form 8-K.
 
NOTE: This information is being furnished under both Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure) of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing 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.

(a) 
On May 6, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) in Los Angeles, California.

(b) 
Below are the voting results for the matters submitted to the Company's stockholders for a vote at the Annual Meeting:

(1)  
The election of the following six director nominees to serve for the ensuing year and until their successors are elected and qualified. All nominees were elected as directors with the following vote:
 
Nominee
For
Against
Abstain
Broker Non-Votes
Douglas Y. Bech
39,239,757
954,640
96,377
4,310,438
Robert J. Cresci
31,856,232
8,338,147
96,395
4,310,438
W. Brian Kretzmer
39,614,551
579,829
96,394
4,310,438
Jonathan F. Miller
39,686,709
507,670
96,395
4,310,438
Richard S. Ressler
39,362,272
832,107
96,395
4,310,438
Stephen Ross
39,578,442
616,070
96,262
4,310,438
 
(2)  
A proposal to ratify the appointment of BDO USA, LLP to serve as the Company’s independent auditors for fiscal 2015. This proposal was approved with the following vote:

 
For
44,182,412
 
Against
322,953
 
Abstain
95,847
 
Broker Non-Votes
0

(3)  
A proposal to approve, in an advisory vote, the compensation of the named executive officers.  This proposal was approved with the following vote:

 
For
39,324,707
 
Against
860,708
 
Abstain
105,359
 
Broker Non-Votes
4,310,438
 
 

 
 
 
 
(4)  
A proposal to approve the Company’s 2015 Stock Option Plan.  This proposal was approved with the following vote:

 
For
38,339,193
 
Against
1,855,669
 
Abstain
95,912
 
Broker Non-Votes
4,310,438

(5)  
A proposal to authorize an amendment of the Amended and Restated Certificate of Incorporation of j2 Cloud Services, Inc. (“j2 Cloud Services”), a wholly owned subsidiary of the Company, to remove a voting provision that requires the vote of the stockholders of the Company in order for j2 Cloud Services to take certain actions.  This proposal was approved with the following vote:

 
For
40,049,266
 
Against
138,006
 
Abstain
103,502
 
Broker Non-Votes
4,310,438
 
Item 9.01.  Financial Statements and Exhibits
 
(d)           Exhibits

Exhibit
Number
   
 
Description
     
99.1
  
Press Release dated May 7, 2015.
     
99.2  
May 2015 Investor Presentation.



 
 
 
 
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.
  
 
 
 
    
j2 Global, Inc.
(Registrant)
 
 
   
    
Date:   May 7, 2015
By:
/s/ R. Scott Turicchi
   
R. Scott Turicchi
President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INDEX TO EXHIBITS
 
 

 
Exhibit
Number
   
 
Description
     
99.1
  
Press Release dated May 7, 2015.
     
99.2
  
May 2015 Investor Presentation.