Current Report Filing (8-k)
May 23 2016 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2016
INTELIQUENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33778
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31-1786871
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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550 West Adams Street
9th Floor
Chicago,
Illinois 60661
(Address of principal executive offices, including Zip Code)
(312) 384-8000
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 20,
2016, Inteliquent, Inc. (the “Company”) filed a certificate of amendment (a “Certificate of Amendment”) to its amended and restated certificate of incorporation (the “Certificate of Incorporation”) to (1) adopt majority
voting for uncontested election of directors and (2) provide that the Company’s stockholders may remove any director from office with or without cause. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 19, 2016, the Company held
its Annual Meeting of Stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting, the Company’s stockholders elected each of the Company’s eight nominees to serve on the Company’s Board of Directors until the next
annual meeting, ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, approved the compensation of the Company’s named executive officers on an advisory basis, approved an
amendement to the Certificate of Incorporation to adopt majority voting for uncontested election of directors and approved an amendment to the Certificate of Incorporation to provide that the Company’s stockholders may remove any director from
office with or without cause.
The results of the voting were as follows:
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Votes For
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Votes Withheld
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Broker
Non-Votes
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Election of Directors
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Joseph A. Beatty
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25,239,816
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1,154,033
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3,608,971
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Matthew Carter, Jr.
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25,272,685
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1,121,164
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3,608,971
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Edward M. Greenberg
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22,202,263
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4,191,586
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3,608,971
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James P. Hynes
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25,637,821
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756,028
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3,608,971
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Lawrence M. Ingeneri
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25,643,778
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750,071
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3,608,971
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Timothy A. Samples
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26,021,814
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372,035
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3,608,971
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Rian J. Wren
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25,814,025
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579,824
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3,608,971
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Lauren F. Wright
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25,618,908
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774,941
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3,608,971
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Accordingly, the eight nominees received the highest number of votes cast and therefore each of the eight
nominees was elected to serve as a director.
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Votes For
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Votes Against
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Abstentions
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Ratification of Independent Registered Public Accounting Firm
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29,827,398
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151,695
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22,893
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Accordingly, a majority of votes cast on the ratification of auditors were in favor of the proposal and the
appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was ratified.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Advisory Vote on Executive Compensation
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25,923,336
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425,009
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45,504
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3,608,971
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Accordingly, a majority of votes cast in the advisory vote on executive compensation were “for” the
approval of executive compensation as disclosed in the Company’s proxy statement.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Amendment to the Amended and Restated Certificate of Incorporation to Adopt Majority Voting for
Uncontested Election of Directors
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26,266,427
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56,193
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71,229
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3,608,971
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Accordingly, the votes of greater than 66 2/3% of the shares outstanding were “for” the proposal and
the amendment to the Certificate of Incorporation to adopt majority voting for uncontested election of directors was approved.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Amendment to the Amended and Restated Certificate of Incorporation to Provide that the
Company’s Stockholders May Remove Any Director From Office With or Without Cause
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29,276,045
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506,521
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220,254
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0
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Accordingly, the votes of greater than 66 2/3% of the shares outstanding were “for” the proposal and
the amendment to the Certificate of Incorporation to adopt majority voting for uncontested election of directors was approved.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.
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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.
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INTELIQUENT, INC.
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/s/ Kurt J. Abkemeier
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Date: May 23, 2016
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Name:
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Kurt J. Abkemeier
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Title:
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Chief Financial Officer and Executive Vice President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.
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