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CLCT > SEC Filings for CLCT > Form 8-K on 20-Nov-2012All Recent SEC Filings

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

Form 8-K for COLLECTORS UNIVERSE INC


20-Nov-2012

Submission of Matters to a Vote of Security Holders


Item 5.07. 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 %

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 %

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 %

There were a total of 3,178,245 broker non-votes with respect to Proposal No. 4.


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