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WAGE > SEC Filings for WAGE > Form 8-K on 17-Apr-2013All Recent SEC Filings

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Form 8-K for WAGEWORKS, INC.


17-Apr-2013

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


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

On April 16, 2013, WageWorks, Inc. (the "Corporation") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting") at the Corporation's executive offices located at 1100 Park Place, First Floor, San Mateo, California 94403. At the Annual Meeting, the Corporation's stockholders voted on and approved the amendment and restatement of the Corporation's 2010 Equity Incentive Plan (the "2010 Plan") and approved the Corporation's Executive Bonus Plan (the "Bonus Plan").

The terms and conditions of the 2010 Plan and Bonus Plan are described in the Corporation's Proxy Statement dated April 16, 2013. The 2010 Plan and Bonus Plan are filed as Exhibit 10.1 and 10.2 hereto, respectively, and are incorporated by reference herein.



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

At the Annual Meeting, the Corporation's stockholders:

1. Elected two Class I Directors for a term expiring at the 2016 Annual Meeting of Stockholders;

2. Approved the amendment and restatement of the 2010 Plan;

3. Approved the Bonus Plan; and

4. Ratified the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2013.

As of the close of business on February 26, 2013, the record date for the Annual Meeting, 32,198,222 common shares of the Corporation were outstanding and entitled to vote. At the Annual Meeting, 30,796,224 or approximately 95.7% of the outstanding common shares entitled to vote were represented in person or by proxy. The results of the voting at the Annual Meeting are as follows:

1. The two Class I Directors were elected to each serve a term of three years:

Name                  Votes For      % of Shares     Votes Withheld     Broker Non-Votes
                                        Voted

Richard M. Berkeley   29,913,972        97.2%           200,131             682,121

Jerome D. Gramaglia   29,388,094        95.5%           726,009             682,121

2. The amendment and restatement of the 2010 Plan was approved:

Votes For % of Shares Voted Votes Against Abstentions Broker Non-Votes

22,057,782 73.3% 8,044,063 2,258 682,121

3. The Bonus Plan was approved:

Votes For % of Shares Voted Votes Against Abstentions Broker Non-Votes

30,012,115 99.7% 99,208 2,780 682,121

4. The selection of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2013 was ratified:

Votes For % of Shares Voted Votes Against Abstentions Broker Non-Votes

30,746,964 99.8% 46,311 2,949 0




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.    Description

10.1           Amended and Restated WageWorks, Inc. 2010 Equity Incentive Plan
10.2           Executive Bonus Plan


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