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

August 5, 2014

Date of Report (Date of earliest event reported)

 

 

LOCAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34197   33-0849123

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7555 Irvine Center Drive

Irvine, California 92618

(Address of principal executive offices, zip code)

(949) 784-0800

(Registrant’s telephone number, including area code)

N/A

(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 issuer 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))

 

 

 


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

On August 5, 2014 the Registrant held its 2014 Annual Meeting of Stockholders. The following matters were submitted to a vote of stockholders:

 

    The election of one director as a Class I member of the Registrant’s Board of Directors for a three year term expiring in 2017;

 

    The ratification of BDO USA, LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2014;

 

    The advisory vote on executive compensation disclosed in the Registrant’s proxy statement.

As of the record date of June 17 2012, there were 23,227,207 shares of Common Stock outstanding and entitled to vote at the meeting. The holders of 14,149,944 shares of Common Stock were represented in person or by proxy at the meeting, constituting a quorum.

At the annual meeting, the director nominated was re-elected and the proposals noted above were all approved. The vote with respect to the election of the director was as follows:

 

Director

  

For

  

Withheld

  

Broker Non-Votes

Norman K. Farra, Jr.

  

4,106,153

   406,494   

9,637,297

The vote with respect to the ratification of the appointment of BDO USA, LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

13,855,291

   54,338    239,185    0

The vote with respect to the advisory vote on executive compensation was as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

3,899,454

  

534,851

  

78,342

  

9,637,297

On August 5, 2014, the Registrant issued a press release announcing the results of its 2014 Annual Meeting of Stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

 

Item 8.01 Other Events

Also on August 5, 2014, the Registrant’s board of directors announced the composition of its standing committees going forward. John Rehfeld, David Hughes and John Payne will serve on the board’s audit committee. Rehfeld and Payne will serve on the board’s compensation committee and Rehfeld and Hughes will serve on the board’s nominating and corporate governance committee. Rehfeld will serve as chairman of each of these committees.

 

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1       Press Release of Local Corporation dated August 5, 2014.


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.

 

    LOCAL CORPORATION
Date: August 5, 2014     By:  

/s/ Kenneth Cragun

      Kenneth Cragun
      Chief Financial Officer and Secretary


Exhibit Index

 

Exhibit

Number

  

Description

99.1    Press Release of Local Corporation dated August 5, 2014.


Exhibit 99.1

 

LOGO

Local Corporation Announces 2014 Annual Meeting Results

IRVINE, Calif., Aug. 5, 2014Local Corporation (NASDAQ: LOCM), a leading local advertising technology company, today announced the results of its 2014 Annual Meeting of Stockholders. The meeting was held earlier today in Irvine, Calif.

At the meeting, Local Corporation stockholders elected Norman K. Farra, Jr. as a Class I member of the company’s Board of Directors for a 3-year term expiring in 2017. The stockholders also ratified the appointment of BDO USA, LLP to serve as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2014. Additionally, the company’s stockholders approved the advisory vote on executive compensation.

The company also announced the composition of its board committees going forward. John Rehfeld, David Hughes and John Payne will serve on the board’s audit committee. Rehfeld and Payne will serve on the board’s compensation committee, and Rehfeld and Hughes will serve on the board’s nominating and corporate governance committee. Rehfeld will serve as chairman of each of these committees.

About Local Corporation

Local Corporation (NASDAQ:LOCM) is a leading local advertising technology company that connects millions of online and mobile consumers with businesses and products through a variety of innovative digital advertising solutions. The company’s patented Krillion® local shopping platform aggregates, localizes and distributes dynamic, national and regional retail shopping content, from approximately 120,000 store locations, representing nearly 3 million localized products. For more information, visit: http://www.localcorporation.com or http://www.krillion.com. To download the company’s iOS® 7-compatible Havvit™ shopping app, go to: iTunes® (http://bit.ly/1d8Y111).

Forward Looking Statements

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “anticipate,” “plan,” “will,” “intend,” “believe” or “expect’” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Key risks are described in the filings we make with the U.S. Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason. Unless otherwise stated, all site traffic and usage statistics are from third-party service providers engaged by the company. Traffic and our monetization of that traffic combine to determine our revenues for any given period. Our traffic volume alone for a period should not be viewed as demonstrative of our financial results for such period.


IOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license.

###

Investor Relations Contact:

Kirsten Chapman

LHA

415-433-3777

local@lhai.com

Media Relations Contact:

Cameron Triebwasser

Local Corporation

949-789-5223

ctriebwasser@local.com

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