Form 8-K Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 2, 2011

 

 

DIGITAL RIVER, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-24643   41-1901640

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

9625 West 76th Street, Eden Prairie, Minnesota 55344

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (952) 253-1234

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 (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))

 

 

 


Explanatory Note

This Form 8-K/A is being filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by Digital River, Inc. (the “Company”) with the Securities and Exchange Commission on June 6, 2011 (the “Original Filing”), regarding the results from the Company’s 2011 Annual Meeting of Shareholders held on June 2, 2011. This Amendment is being filed to correct the reported results of voting on Proposal 3 (advisory vote on the frequency for stockholders’ advisory vote on the Company’s executive compensation), in which the votes for a frequency of three years and for a frequency of one year were inadvertently transposed. No other changes are being made to the Original Filing.

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

On June 2, 2011, Digital River, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the holders of 35,217,263 shares of the Company’s Common Stock (88.8%) were represented in person or by proxy constituting a quorum. The following matters were considered and voted upon at the Annual Meeting, and received the votes set forth below:

Proposal 1 – Election of Directors

Nominees for election for a three-year term expiring at the 2014 Annual Meeting:

 

Name

  

Votes For

  

Votes Withheld

  

Broker Non-vote

Thomas F. Madison    30,042,377    2,483,922    2,690,964
Cheryl F. Rosner    32,248,295    278,004    2,690,964

Nominee for election for a term expiring at the 2012 Annual Meeting:

 

Name

  

Votes For

  

Votes Withheld

  

Broker Non-vote

Alfred F. Castino    32,245,455    280,844    2,690,964

Proposal 2 – To submit an advisory vote on the Corporation’s executive compensation:

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-vote

22,202,996

   10,308,859    14,444    2,690,964

Proposal 3 – To submit an advisory vote on the frequency for stockholders’ advisory vote on the Corporation’s executive compensation:

 

3 Years

  

2 Years

  

1 Year

  

Abstain

  

Broker Non-Vote

29,400,946

   1,022,283    2,084,849    18,221    2,690,964

Proposal 4 – To approve an amendment to the 2007 Equity Incentive Plan:

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-vote

21,473,890

   10,988,999    63,410    2,690,964


Proposal 5 – To approve the Amended and Restated 2011 Employee Stock Purchase Plan:

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-vote

31,623,682

   890,649    11,968    2,690,964

Proposal 6 – To ratify the selection of Ernst & Young LLP to serve as the Company’s independent auditor for the fiscal year ending December 31, 2011

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-vote

33,656,755

   1,525,801    34,707    -0-


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.

 

DIGITAL RIVER, INC.
By:  

/s/ Thomas M. Donnelly

  Name: Thomas M. Donnelly
  Title: President and Chief Financial Officer

Date: June 9, 2011