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| CLCT > SEC Filings for CLCT > Form 8-K on 20-Nov-2012 | All Recent SEC Filings |
20-Nov-2012
Submission of Matters to a Vote of Security Holders
Collectors Universe, Inc. (the "Company") held its 2012 Annual Stockholders'
Meeting (the "Annual Meeting") on November 19, 2012. The matters voted on by
stockholders at the Annual Meeting consisted of (i) the election of eight
Directors to the Company's Board of Directors to serve for a term of one year
and until their successors are elected (Proposal No. 1); (ii) ratification of
the appointment of Grant Thornton, LLP as the Company's independent registered
public accountants for the fiscal year ending June 30, 2013 (Proposal No. 2);
(iii) the approval, by non-binding advisory vote, of the executive compensation
paid by the Company in its fiscal year ended June 30, 2012 ("Proposal No. 3);
and (iv) the recommendation, by non-binding advisory vote, as to whether future
advisory votes on executive compensation should be held annually, once every two
years or once every three years ("Proposal No. 4).
Election of Directors (Proposal No. 1). The eight candidates named below, all of whom were nominated by the Company's Board of Directors, were the only candidates nominated for election at the Meeting. As a result, the election of directors was uncontested. However, the Company's Bylaws provide that, to be elected to the Board, a candidate must receive a majority of the votes cast in the election of directors. As indicated in the table below, all of those eight candidates received more than 90% of the votes cast in the election of directors and, accordingly, were elected to serve on the Company's Board of Directors for a term that will end at the next Annual Stockholders' Meeting and until their respective successors are elected.
Shares Percent of Votes Percent of
Nominees: Voted For Shares Voted Withheld Shares Voted
A. Clinton Allen 3,109,940 94.1 % 196,192 5.9 %
Deborah A. Farrington 3,109,435 94.1 % 196,697 6.0 %
David G. Hall 3,164,728 95.7 % 141,404 4.3 %
A. J. Bert Moyer 3,112,044 94.1 % 194,088 5.9 %
Van D. Simmons 3,164,250 95.7 % 141,882 4.3 %
Bruce A. Stevens 3,214,930 97.2 % 91,202 2.8 %
Michael J. McConnell 3,141,778 95.0 % 164,354 5.0 %
Robert G. Deuster 3,210,344 97.1 % 95,788 2.9 %
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There were a total of 3,178,245 broker non-votes in the election of directors.
Ratification of Appointment of Independent Registered Public Accountants (Proposal No. 2). At the Annual Meeting, the Company's stockholders also voted on a proposal to ratify the appointment of Grant Thornton, LLP as the Company's Independent Registered Public Accounting Firm for its fiscal year ending June 30, 2013. Approval of this proposal required the affirmative vote of the holders of a majority of the shares present (in person or by proxy) and voted on this proposal at the Annual Meeting. The following table sets forth the respective numbers of votes cast for and against, and the number of shares abstaining from, this proposal:
Shares Percent of Shares Voted Percent of Percent of Voted For Shares Voted Against Shares Voted Abstentions Shares Voted 6,400,220 98.7 % 68,148 1.1 % 16,009 0.2 % |
Brokers had discretionary authority to vote shares on the proposal to ratify the appointment of the Company's independent registered public accountants without having obtained voting instructions from the beneficial owners of the shares. Consequently, there were no broker non-votes with respect to this proposal.
Advisory Vote on Executive Compensation (Proposal No 3). At the Annual Meeting, the executive compensation paid by the Company for its fiscal year ended June 30, 2012 was approved, on a non-binding advisory basis, by the Company's stockholders, as follows:
Shares
Voted
Shares Voted Percent of Against Percent of Percent of
For Approval Shares Voted Approval Shares Voted Abstentions Shares Voted
3,023,321 91.4 % 180,737 5.5 % 102,074 3.1 %
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There were a total of 3,178,245 broker non-votes with respect to Proposal No. 3.
Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (Proposal No. 4). At the Annual Meeting, the stockholders were asked to cast a non-binding advisory vote as to whether future advisory votes on executive compensation be held annually, once every two years or once every three years. In accordance with the recommendation of the Board of Directors, the Company's stockholders voted at the Annual Meeting for such future advisory votes to be held annually.
For For Every For Every
Shares Voted: Every Year Two Years Three Years Abstain
Number of Shares 2,853,179 16,442 399,635 36,876
Percent of Shares Voted 86.3 % 0.5 % 12.1 % 1.1 %
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There were a total of 3,178,245 broker non-votes with respect to Proposal No. 4.
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