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

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Form 8-K for WEBMEDIABRANDS 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.

The 2012 Annual Meeting of Stockholders of WebMediaBrands Inc. was held on June 21, 2012. The votes cast with respect to each item of business properly presented at the meeting are as follows:

? The stockholders elected each of the seven nominees to the Board of Directors with terms expiring at the Annual Meeting in 2013, as follows:

                                                               Broker
               Members                 For       Withheld    Non-Votes
               Alan M. Meckler      27,743,042     57,618    11,216,360
               Gilbert F. Bach      27,476,802     323,858   11,216,360
               Michael J. Davies    26,236,491   1,564,169   11,216,360
               Wayne A. Martino     27,519,689     280,971   11,216,360
               John R. Patrick      27,519,089     281,571   11,216,360
               William A. Shutzer   26,235,641   1,565,019   11,216,360
               Justin L. Smith      27,746,992      53,668   11,216,360

· The stockholders ratified the appointment of Rothstein Kass as WebMediaBrands's independent registered public accounting firm.

                           For              38,975,393
                           Against              40,627
                           Abstain               1,000
                           Broker Non-Votes          0


· The stockholders approved a proposal authorizing the Board of Directors to implement, in its discretion, a reverse stock split of WebMediaBrands Common Stock at a ratio between and including 1-for-2 and 1-for-10.

                           For              34,575,982
                           Against           4,434,615
                           Abstain                 518
                           Broker Non-Votes      5,905

· The stockholders approved three alternative amendments to our Amended and Restated Certificate of Incorporation listed below, each to reduce the number of shares of Common Stock WebMediaBrands is authorized to issue. The Board may choose, in its discretion, to implement one of the amendments or abandon a reduction completely.

o For the reduction in the number of authorized shares of Common Stock to 18,750,000 from 75,000,000.

                           For              37,516,655
                           Against           1,490,547
                           Abstain               3,912
                           Broker Non-Votes      5,906

o For the reduction in the number of authorized shares of Common Stock to 25,000,000 from 75,000,000.

                           For              37,519,818
                           Against           1,487,384
                           Abstain               3,912
                           Broker Non-Votes      5,906

o For the reduction in the number of authorized shares of Common Stock to 37,500,000 from 75,000,000.

                           For              37,536,432
                           Against           1,470,772
                           Abstain               3,912
                           Broker Non-Votes      5,904


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