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TNS 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 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 17, 2012

 

TNS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

File No. 1-32033

 

36-4430020

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

11480 Commerce Park Drive, Suite 600, Reston, Virginia  20191-1406

(Address of principal executive offices and zip code)

 

(703) 453-8300

(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 (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.

 

The annual meeting of stockholders of TNS, Inc. (the “Company”) was held on May 17, 2012.  At the annual meeting, the holders of 23,175,708 shares of common stock, which represents approximately 94.9% of the outstanding shares entitled to vote as of the record date of April 11, 2012, were represented in person or by proxy.  The proposals are described in more detail in the Company’s definitive proxy statement dated April 20, 2011 and filed with the Securities and Exchange Commission on April 20, 2012.

 

The final voting results for proposals 1, 2 and 3, which were voted on by the stockholders at the annual meeting, are set forth below.

 

Proposal 1 — Election of Directors

 

The stockholders elected each of the Company’s nominees for director to serve until the 2013 annual meeting of the stockholders.  The final voting results were as follows:

 

Director

 

For

 

Against or
Withheld

 

Abstentions

 

Broker Non-Vote

 

John B. Benton

 

21,774,028

 

529,291

 

0

 

872,389

 

Henry H. Graham, Jr.

 

22,033,856

 

269,463

 

0

 

872,389

 

Stephen X. Graham

 

21,792,984

 

510,335

 

0

 

872,389

 

John V. Sponyoe

 

21,548,320

 

754,999

 

0

 

872,389

 

Thomas E. Wheeler

 

21,634,757

 

668,562

 

0

 

872,389

 

 

Proposal 2 — Ratification of Ernst & Young LLP

 

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2012 fiscal year.  The final voting results were as follows:

 

For

 

Against or Withheld

 

Abstentions

 

Broker Non-Vote

 

23,075,884

 

98,990

 

834

 

0

 

 

Proposal 3 — Advisory Vote on Executive Compensation

 

With respect to the advisory vote to approve the Company’s executive compensation, a majority of the votes cast were voted “for” approval of the Company’s compensation of its named executive officers. The final voting results were as follows:

 

For

 

Against or Withheld

 

Abstentions

 

Broker Non-Vote

 

21,760,721

 

538,047

 

4,551

 

872,389

 

 

2



 

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.

 

 

 

TNS, INC.

 

 

 

 

Dated: May 23, 2012

/s/ Henry H. Graham, Jr.

 

By:

Henry H. Graham, Jr.

 

Its:

Chief Executive Officer

 

3


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