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MLNK > SEC Filings for MLNK > Form 8-K on 13-Mar-2013All Recent SEC Filings

Show all filings for MODUSLINK GLOBAL SOLUTIONS INC | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders, Other Events,

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

The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of ModusLink Global Solutions, Inc. (the "Company") was held pursuant to notice at the Norton's Woods Conference Center at the American Academy of Arts and Sciences, 136 Irving Street, Cambridge, Massachusetts 02138, on March 12, 2013. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

Proposal 1 - Election of directors.

              Name                      Votes For        Votes Withheld
              Warren G. Lichtenstein     19,432,387            3,619,267
              Glen M. Kassan             22,278,117              773,537

Each of Messrs. Lichtenstein and Kassan has been elected to hold office until the 2015 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified.

As described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on February 13, 2013 (the "Proxy Statement"), Messrs. Lichtenstein and Kassan were nominated by the Company's board of directors pursuant to the terms of that certain Settlement Agreement, dated February 11, 2013, by and among the Company, Handy & Harman Ltd. ("HNH") and certain of its affiliates party thereto. A description of the Settlement Agreement, including the expected cost to the Company, is set forth in the Proxy Statement.

Proposal 2 - Approval of an amendment to the Company's Restated Certificate of Incorporation eliminating the classification of the Board and providing instead for the annual election of Directors commencing with the Company's 2013 annual meeting of stockholders. The Company's Restated Certificate of Incorporation provides that any amendment to Article Seventh may only be approved by the affirmative vote of seventy-five percent (75%) of the Company's outstanding voting stock. As the "votes for" constituted 51.5% of the Company's outstanding voting stock entitled to notice of and to vote at the Annual Meeting, the proposal did not meet the required threshold. Proposal 2 was not approved as a result of the following vote:

Votes For Votes Against Abstentions 22,685,642 321,872 44,140

Proposal 3 - Stockholder advisory vote on executive compensation. Proposal 3 was approved by the following vote:

Votes For Votes Against Abstentions 21,681,297 520,669 849,688

Proposal 4 - Approval of the sale and issuance of 7,500,000 shares of the Company's common stock, par value $.01 per share ("Common Stock"), at a price of $4.00 per share and warrants to purchase 2,000,000 shares of the Company's Common Stock at an exercise price of $5.00 per share (and the issuance of such shares upon exercise of such warrants) to Steel Holdings Partners L.P., an affiliate of HNH, for an aggregate amount of $30,000,000 (the "Steel Holdings Investment"). Proposal 4 was approved by the following vote:

Votes For Votes Against Abstentions 22,143,416 830,661 77,577

Proposal 5 - Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the current fiscal year. Proposal 5 was approved by the following vote:

Votes For Votes Against Abstentions 35,866,682 1,017,152 536,996

Item 8.01. Other Events.

On March 13, 2013, ModusLink Global Solutions, Inc. issued a news release announcing the results of the Annual Meeting and the consummation of the Steel Holdings Investment. The press release, a copy of which is filed as Exhibit 99.1 to this report, is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No. Description

99.1 Press Release dated March 13, 2013

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