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 (Date of earliest event reported): May 3, 2011
AMERICAN REPROGRAPHICS COMPANY
(Exact name of registrant as specified in its charter)
|
|
|
|
|
STATE OF DELAWARE |
|
001-32407 |
|
20-1700361 |
(State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
1981 N. Broadway, Suite 385, Walnut Creek, California
|
|
94596 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (925) 949-5100
|
|
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2011, American Reprographics Company (the Company) issued a press release
reporting its financial results for the first quarter of 2011. 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 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On April 29, 2011, the Compensation Committee of the Board of Directors of the Company
approved a grant of 15,000 shares of restricted stock to Rahul Roy, the Companys Chief Technology
Officer, at a price per share of $8.95, which was the closing price of the Companys common stock
on the New York Stock Exchange on the date the restricted stock was granted. Assuming Mr. Roys
continued employment with the Company, the shares of restricted stock will vest 25% on each of the
first four anniversaries of the date of grant. The grant is also subject to the terms of the
Companys standard form of restricted stock award agreement under its 2005 Stock Plan, as amended.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2011, the Company held its 2011 annual meeting of stockholders. A total of
45,742,809 shares of the Companys common stock were entitled to vote as of March 10, 2011, which
was the record date for the annual meeting. There were 41,892,905 shares present in person or by
proxy at the annual meeting. Set forth below are the matters voted upon by the Companys
stockholders at the 2011 annual meeting and the final voting results of each such proposal.
Proposal No. 1 Election of Directors
The shareholders elected seven directors, each to serve a one-year term until the Companys
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 |
|
|
37,008,830 |
|
|
|
375,590 |
|
|
|
4,508,485 |
|
Thomas J. Formolo |
|
|
37,239,515 |
|
|
|
144,905 |
|
|
|
4,508,485 |
|
Dewitt Kerry McCluggage |
|
|
37,240,037 |
|
|
|
144,383 |
|
|
|
4,508,485 |
|
James F. McNulty |
|
|
23,683,186 |
|
|
|
13,701,234 |
|
|
|
4,508,485 |
|
Mark W. Mealy |
|
|
37,240,187 |
|
|
|
144,233 |
|
|
|
4,508,485 |
|
Manuel Perez de la Mesa |
|
|
37,239,398 |
|
|
|
145,022 |
|
|
|
4,508,485 |
|
Eriberto R. Scocimara |
|
|
37,239,096 |
|
|
|
145,324 |
|
|
|
4,508,485 |
|
Proposal No. 2 Ratification of the Appointment of Independent Auditors for Fiscal Year 2011
The Companys stockholders voted to ratify the appointment of Deloitte & Touche LLP as the
Companys independent auditors for the fiscal year ending December 31, 2011. The results of the
vote were as follows:
|
|
|
|
|
For |
|
Against |
|
Abstain |
41,444,137
|
|
435,942
|
|
12,826 |
Proposal No. 3 Non-Binding Advisory Vote on Executive Compensation
The Companys stockholders approved, on a non-binding advisory basis, the compensation paid to
the Companys named executive officers for fiscal year 2010, as disclosed in the Companys 2011
proxy statement. The results of the non-binding advisory vote were as follows:
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
37,019,829
|
|
344,984
|
|
19,607
|
|
4,508,485 |
Proposal No. 4 Non-Binding Advisory Vote on Frequency of Stockholder Advisory Votes on
Executive Compensation
The Companys stockholders approved, on a non-binding advisory basis, to vote annually on the
compensation paid to the Companys named executive officers. The results of the non-binding
advisory vote were as follows:
|
|
|
|
|
|
|
|
|
1 Year |
|
2 Years |
|
3 Years |
|
Abstain |
|
Broker Non-Votes |
26,344,232
|
|
159,838
|
|
10,871,558
|
|
8,792
|
|
4,508,485 |
The Company has considered the outcome of the stockholders non-binding advisory vote on
frequency of future stockholder advisory votes on executive compensation. As previously disclosed,
the Company has recently renewed, or entered into, binding employment contracts with its named
executive officers with three-year terms expiring in 2014. The Company believes that any attempt
to modify the terms of those contracts prior to expiration could pose an executive retention risk
to the Company. In addition, the Company has not historically engaged in problematic pay
practices. Rather, compensation paid to the Companys named executive officers in prior years
reveals a practice of curtailing executive compensation in response to a challenging economic
environment. A three-year frequency cycle will also allow stockholders to continue to evaluate the
effectiveness of the Companys executive compensation program on long-term performance of the
Company. For these reasons, and those set forth in the Companys 2011 proxy statement, the Company
has decided to conduct future stockholder advisory votes on executive compensation every three
years until the next required advisory vote on frequency of stockholder advisory votes on executive
compensation.
Proposal No. 5 Re-Approval of the American Reprographics Company 2005 Stock Plan for the
purposes of Section 162(m) of the Internal Revenue Code
The Companys stockholders voted to re-approve the American Reprographics Company 2005 Stock
Plan for the purposes of Section 162(m) of the Internal Revenue Code. The results of the vote were
as follows:
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
30,256,192
|
|
7,121,178
|
|
7,050
|
|
4,508,485 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description |
99.1
|
|
American Reprographics Company Press Release, dated May 3, 2011 |