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Digital River 8-K 2011

Documents found in this filing:

  1. 8-K
  2. 8-K
e8vk
 
 
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): June 2, 2011
DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   000-24643   41-1901640
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       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):
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))
 
 

 


 

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 6, 2011

 

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