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WMS > SEC Filings for WMS > Form 8-K on 10-Dec-2012All Recent SEC Filings

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Form 8-K for WMS INDUSTRIES INC /DE/


10-Dec-2012

Change in Directors or Principal Officers, Submission of Matters to a Vot


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2012, the stockholders of WMS Industries Inc. (the "Corporation") elected Matthew H. Paull, 61, to the Corporation's Board of Directors. Mr. Paull is the former Senior Executive Vice President and Chief Financial Officer of McDonald's Corporation. He is currently the Lead Independent Director of the Best Buy Co. (NYSE: BBY) Board and Chairman of its Finance Committee. He also serves as a director of KapStone Paper and Packaging Corporation (NYSE: KS), as an advisory director of Pershing Square Capital Management, L.P. and an advisory director of The One Acre Fund. Mr. Paull's election fills one of two vacancies on WMS' ten-member Board.

The Board of Directors has determined that Mr. Paull is an independent director under the New York Stock Exchange listing standards and the Corporation's independence guidelines. The Board of Directors has also determined that Mr. Paull is an audit committee financial expert.

Following his election, the Board appointed Mr. Paull to its Audit and Ethics Committee.

Also on December 6, 2012, the Corporation's stockholders approved the 2012 Restatement of the WMS Industries Inc. Incentive Plan (the "Plan") at the annual meeting of shareowners. The 2012 Restatement (1) authorizes an additional 5,700,000 shares for issuance under the Plan; and (2) provides that each share granted as a "full-value award" after stockholders approval will reduce the shares available for grant by 1.8 shares. The material terms of the Plan are summarized on pages 63 through 68 of the Corporation's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 17, 2012 (the "Proxy Statement"), which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, as amended, which are set forth in Appendix A to the Proxy Statement.



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

The annual meeting of the Corporation's stockholders was held on December 6, 2012. The following matters set forth in our Proxy Statement were voted upon with the results indicated below.

(1) The nominees listed below were elected directors until the 2013 Annual Meeting or until their respective successors are elected and qualify, except that in accordance with our By-laws such service will terminate immediately if any gaming regulatory authority communicates its determination that such individual is not suitable for being licensed or is not licensable by such authority, with the respective votes set forth opposite their names:

    Nominee                     Votes For        Votes Withheld       Broker Non-Vote
    Robert J. Bahash             44,000,996            5,529,717             2,969,030
    Brian R. Gamache             48,564,576              966,137             2,969,030
    Patricia Nazemetz            44,160,946            5,369,767             2,969,030
    Matthew H. Paull             49,302,859              227,854             2,969,030
    Edward W. Rabin, Jr.         44,011,799            5,518,914             2,969,030
    Ira S. Sheinfeld             49,296,323              234,390             2,969,030
    Bobby L. Siller              49,298,504              232,209             2,969,030
    William J. Vareschi, Jr.     49,121,994              408,719             2,969,030
    Keith R. Wyche               49,292,024              238,689             2,969,030

- 2 -



(2) The stockholders approved the adoption of the WMS Industries Inc. Incentive Plan (2012 Restatement). The voting results are set forth below:

For Against Abstain Broker Non-Vote 29,422,918 19,945,008 162,787 2,969,030

(3) The stockholders approved the appointment of Ernst & Young as independent registered public accountants for fiscal year 2013. The voting results are set forth below.

For Against Abstain 51,623,189 859,569 16,985

(4) The voting results on a non-binding advisory vote to approve the compensation of the Corporation's named executive officers disclosed in the Proxy Statement are set forth below:

For Against Abstain Broker Non-Vote 28,174,182 21,321,558 34,973 2,969,030

- 3 -


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