Form 8-K

 

 

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): January 20, 2012

 

 

ModusLink Global Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-23262   04-2921333

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1601 Trapelo Road, Suite 170

Waltham, Massachusetts

  02451
(Address of Principal Executive Offices)   (Zip Code)

(781) 663-5001

(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):

 

¨ 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 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of ModusLink Global Solutions, Inc. (the “Company”) was held pursuant to notice at the Norton’s Woods Conference Center at the American Academy of Arts and Sciences, 136 Irving Street, Cambridge, Massachusetts 02138, on January 20, 2012. The preliminary voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

Proposal 1 – Election of directors.

 

Name

   Votes For      Votes Withheld  

Jeffrey Wald

     18,891,500         43,985   

Jeffrey J. Fenton

     13,845,874         382,547   

Timothy Brog

     13,060,651         2,359,191   

Thomas H. Johnson

     6,493,422         4,219,356   

The preliminary voting results indicate that Messrs. Wald and Fenton have been elected to hold office until the 2014 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

Proposal 2 – Shareholder advisory vote on executive compensation. The preliminary voting results indicate that Proposal 2 was approved by the following vote:

 

Votes For

  

Votes Against

  

Abstentions

20,222,112    9,226,338    199,810

Proposal 3 – Shareholder advisory vote on the frequency of future advisory votes on executive compensation. The preliminary voting results indicate that shareholders voted to hold future advisory votes on executive compensation every year by the following vote:

 

Every Year

  

Every Two Years

  

Every Three Years

  

Abstentions

26,100,823    404,935    2,693,186    449,313

Proposal 4 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. The preliminary voting results indicate that Proposal 4 was approved by the following vote:

 

Votes For

  

Votes Against

  

Abstentions

26,189,161    583,822    637,657

Proposal 5 – Approval of the Company’s Tax Benefit Preservation Plan. The preliminary voting results indicate that Proposal 5 was approved by the following vote:

 

Votes For

  

Votes Against

  

Abstentions

24,107,651    2,056,834    731,257

Proposal 6 – Non-binding shareholder advisory vote recommending amendments to the Company’s bylaws and certificate of incorporation to eliminate the Company’s classified board of directors. The preliminary voting results indicate that Proposal 6 was approved by the following vote:

 

Votes For

  

Votes Against

  

Abstentions

26,723,788    2,606,632    317,841

The Company intends to file an amendment to this Current Report on Form 8-K to disclose the final results within four business days after such final results are known to the Company.


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.

 

      MODUSLINK GLOBAL SOLUTIONS, INC.
Date:  

January 26, 2012

    By:  

/s/ Peter L. Gray

        Peter L. Gray
        Executive Vice President and General Counsel