8-K

 

 

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 9, 2012

 

 

COMPUTER TASK GROUP, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

 

NEW YORK

(State or Other Jurisdiction of Incorporation)

 

1-9410   16-0912632
(Commission File Number)   (IRS Employer Identification No.)

 

800 Delaware Avenue, Buffalo, NY   14209
(Address of Principal Executive Offices)   (Zip Code)

(716) 882-8000

(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 (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.

On May 9, 2012, the Company held its Annual Meeting of the Shareholders (the “Annual Meeting”) in Buffalo, New York. At the Annual Meeting, the Company’s shareholders approved three proposals based on the votes set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting.

Proposal 1

The election of two directors, whose terms are described in the proxy statement.

 

Director’s Name

  

For

  

Withhold Authority

  

Broker Non-Votes

Daniel J. Sullivan

   14,081,431   1,077,488   0

John M. Palms

   14,078,438   1,080,481   0

Proposal 2

Non-Binding Approval, on an Advisory Basis, of the Company’s Compensation Plan for Named Executive Officer’s.

 

For

  

Against

  

Abstain

13,982,447

   598,150   578,322

Proposal 3

To approve and ratify an amendment to the Company’s First Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock authorized for purchase under such Plan by 250,000 shares.

 

For

  

Against

  

Abstain

14,649,610

   113,425   395,884

 

2

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.

 

        Date: May 9, 2012

   COMPUTER TASK GROUP, INCORPORATED
  /s/ Peter P. Radetich
 

 

  Peter P. Radetich
  Senior Vice President, General Counsel and Secretary

 

3