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ACTV > SEC Filings for ACTV > Form 8-K on 30-May-2012All Recent SEC Filings

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Form 8-K for ACTIVE NETWORK INC


30-May-2012

Submission of Matters to a Vote of Security Holders, Financial Statements and


Item 5.07 Submission of Matters to a Vote of Security Holders

On May 23, 2012, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). As of March 26, 2011, the record date of the Annual Meeting, there were 58,166,605 outstanding shares of the Company's common stock. At the Annual Meeting, a quorum of 40,311,897 shares of the Company's common stock were represented in person or by proxy. The Company's stockholders approved the four proposals listed below, which proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting that was filed with the Securities and Exchange Commission ("SEC") on April 13, 2012. The final votes on the proposals presented at the Annual Meeting are as follows:

Proposal 1:

Each of Bruns H. Grayson and Joseph Levin was elected as a Class I director to
hold office until the 2015 Annual Meeting of Stockholders and until his
successor is elected and has qualified, or if sooner, until the director's
death, resignation or removal by the following vote:



                                    Votes           Votes         Broker
              Nominee                For          Withheld       Non-Votes
              Bruns H. Grayson     34,218,065       106,187       5,987,645
              Joseph Levin         34,218,832       105,420       5,987,645


Each of David Alberga, Thomas N. Clancy, Stephen L. Green, Matthew Landa and Scott Schultz continue to serve as directors of the Company after the Annual Meeting.

Proposal 2:

The selection by the Audit Committee of the Company's Board of Directors of
Ernst & Young LLP as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2012 was ratified by the following vote:



                           Votes       Votes
                            For       Against   Abstentions
                         40,290,937   18,033       2,927

Proposal 3:

Approval by the Company's stockholders, on an advisory basis, of the
compensation of the named executive officers, as disclosed in the Company's
proxy statement for the Annual Meeting pursuant to the compensation disclosure
rules of the SEC, was approved by the following vote:



                      Votes       Votes                   Broker
                       For       Against   Abstentions   Non-Votes
                    34,144,181   172,880      7,191      5,987,645

Proposal 4:

Approval by the Company's stockholders, on an advisory basis, of the frequency
with which the stockholders of the Company shall have an advisory vote on the
compensation of the Company's named executive officers was voted on as follows:



                     Every 1     Every 2    Every 3
                       Year       Years      Years     Abstentions
                    32,938,834   195,002   1,190,258       158



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number     Description

10.39#     Form of Performance Based Exercisability Option Agreement under the
           2011 Equity Incentive Plan.

# Indicates management contract or compensatory plan


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