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TRAK > SEC Filings for TRAK > Form 8-K on 26-Jun-2012All Recent SEC Filings

Show all filings for DEALERTRACK HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DEALERTRACK HOLDINGS, INC.


26-Jun-2012

Submission of Matters to a Vote of Security Holders


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

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

The information in this Item is furnished to, but not filed with, the Securities and Exchange Commission solely under Item 5.07 of Form 8-K, "Submission of Matters to a Vote of Security Holders." DealerTrack Holdings, Inc. held its 2012 Annual Meeting of Stockholders on June 20, 2012, at which stockholders considered and approved items (1), (2), (4) and (5) below by the votes indicated. Stockholders also cast an advisory vote approving the compensation of our executive officers, as set forth in item (3). For a more complete description of each of the proposals, please see the Company's proxy statement dated April 30, 2012.

(1) To elect three members to the Board of Directors for three-year terms as Class I Directors, to serve until the 2015 Annual Meeting of Stockholders and until their successors are elected.

Nominees:               FOR          WITHHELD    BROKER NON-VOTES
James Foy               36,445,004   3,158,597   1,828,279
James David Power III   38,558,766   63,596      1,828,279
Howard Tischler         38,559,364   62,998      1,828,279

(2) To ratify the selection of PricewaterhouseCoopers LLP as DealerTrack's independent registered public accounting firm for the fiscal year ending December 31, 2012.

FOR AGAINST ABSTAIN
39,735,868 714,460 313

(3) Advisory vote to approve the compensation of our executive officers.

FOR AGAINST ABSTAIN BROKER NON-VOTES
36,080,071 2,539,637 2,654 1,828,279

(4) To amend and restate our Third Amended and Restated 2005 Incentive Award Plan to provide for an increase in the number of shares of common stock we may issue under the 2005 Plan by 2.3 million to a total of 13.2 million shares.

FOR AGAINST ABSTAIN BROKER NON-VOTES
37,037,296 1,583,873 1,193 1,828,279

(5) To amend our Fifth Amended and Restated Certificate of Incorporation to change our name from "DealerTrack Holdings, Inc." to "Dealertrack Technologies, Inc.

FOR AGAINST ABSTAIN
40,365,012 29,689 24

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