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: May 1, 2019
(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)
 
12657 Alcosta Blvd, Suite 200, San Ramon, CA
(Address of principal executive offices)
 
94583
(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 6, 2019, ARC Document Solutions, Inc. (the “Company”) issued a press release reporting its financial results for the first quarter 2019. 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 May 1, 2019, ARC Document Solutions, Inc. (the "Company") held its 2019 annual meeting of stockholders. A total of 46,241,865 shares of the Company’s common stock were entitled to vote as of March 4, 2019, which was the record date for the annual meeting. There were 40,684,218 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 2019 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
29,540,024
 
327,761
 
10,816,433
Bradford L. Brooks
29,567,102
 
300,683
 
10,816,433
Cheryl Cook
29,708,369
 
159,416
 
10,816,433
Thomas J. Formolo
29,558,259
 
309,526
 
10,816,433
John G. Freeland
29,534,130
 
333,655
 
10,816,433
Dewitt Kerry McCluggage
29,417,217
 
450,568
 
10,816,433
Mark W. Mealy
29,482,929
 
384,856
 
10,816,433

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, 2019. The results of the vote were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
40,525,836
 
153,045
 
5,337
 
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 2018, as disclosed in the Company’s 2019 proxy statement. The results of the advisory, non-binding vote were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
24,969,412
 
4,095,181
 
803,192
 
10,816,433

Item 8.01. Other Events

On May 1, 2019, ARC's Board of Directors approved a share repurchase program that allows the company to purchase up to $15 million of the company's outstanding common stock through March 31, 2021. Details of the repurchase program are included in the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such filing.






Item 9.01. Financial Statements and Exhibits

(d) Exhibits
           





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 6, 2019
ARC DOCUMENT SOLUTIONS, INC.
By:  /s/ Jorge Avalos                    
     Jorge Avalos
      Chief Financial Officer





Exhibit Index
Exhibit No.

 
Description

 
 
  




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