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| NSR > SEC Filings for NSR > Form 8-K on 25-Jun-2012 | All Recent SEC Filings |
25-Jun-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matter
(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.
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
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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
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Votes for approval: 36,354,284
Votes against: 24,083,539
Abstentions: 2,138,114
Broker non-votes: 2,011,040
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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
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The following materials are attached as exhibits to this Current Report:
Exhibit
Number Description
3.2 Amended and Restated Bylaws of NeuStar, Inc.
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