Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
NSR > SEC Filings for NSR > Form 8-K on 25-Jun-2012All Recent SEC Filings

Show all filings for NEUSTAR INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NEUSTAR INC


25-Jun-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matter


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On June 21, 2012, the Board of Directors (the "Board") of NeuStar, Inc. ("Neustar" or the "Company") amended the Company's Amended and Restated Bylaws to, among other things: (1) provide for greater specificity in advance notice procedures; (2) reflect changes in the Delaware General Corporation Law ("DGCL") that permit boards of directors to separate the record dates for determining stockholders entitled to vote at a meeting from the record dates for stockholders entitled to notice of the meeting; (3) provide the chairman of the meeting, and the Board, more detailed powers and authority to conduct the annual meeting; (4) reflect updates made to the DGCL that permit resignations that are contingent on the occurrence of future events; and (5) permit our Board to adopt emergency bylaws that would apply in the context of certain emergency situations. The Amended and Restated Bylaws, which became effective on June 21, 2012, also contain certain other clarifying and conforming changes.

The above description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, as amended, which is included as Exhibit 3.2 to this Current Report and is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Neustar Annual Meeting of Stockholders was held on June 20, 2012. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company's stockholders.

1. Election of Class II directors:

   Name of Nominee         For           Against       Abstentions       Broker Non-Votes
   Ross K. Ireland       62,136,950       382,164            56,823              2,011,040
   Paul A. Lacouture     62,431,985        86,981            56,971              2,011,040
   Michael J. Rowny      62,347,526       171,340            57,071              2,011,040

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012:

                        Votes for approval:     64,086,776
                        Votes against:             490,126
                        Abstentions:                10,075

There were no broker non-votes for this item.

3. Approval of Advisory Resolution on Executive Compensation:

                        Votes for approval:     60,754,073
                        Votes against:           1,775,710
                        Abstentions:                46,154
                        Broker non-votes:        2,011,040



4. Approval of the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan:

                        Votes for approval:     36,354,284
                        Votes against:          24,083,539
                        Abstentions:             2,138,114
                        Broker non-votes:        2,011,040

5. Approval of the NeuStar, Inc. Employee Stock Purchase Plan:

                        Votes for approval:     60,898,048
                        Votes against:             960,099
                        Abstentions:               717,790
                        Broker non-votes:        2,011,040



Item 9.01. Financial Statements and Exhibits.

The following materials are attached as exhibits to this Current Report:

              Exhibit
              Number    Description

              3.2       Amended and Restated Bylaws of NeuStar, Inc.


  Add NSR to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for NSR - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.