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CPSS > SEC Filings for CPSS > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters

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

At our annual meeting of shareholders held on April 18, 2013 (the "Annual Meeting"), our shareholders approved an amendment of the CPS 2006 Long-Term Equity Incentive Plan (the "Plan"). The compensation committee of our board of directors had previously adopted and approved the amendment to the Plan, subject to shareholder approval.

The amendment to the Plan: (1) increased the shares authorized for issuance under the Plan by 5,000,000 shares, and (2) increased the maximum number of shares that may be subject to awards in favor of any one individual from 2,400,000 to 3,000,000. The foregoing summary of the Plan amendment is qualified in its entirety by reference to the copy of the Plan as amended, which was included as Appendix A to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2013.

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

At the Annual Meeting, six proposals were placed before our shareholders:
proposal one, to elect directors; proposal two, to ratify the appointment of Crowe Horwath LLP as our independent auditors for the fiscal year ending December 31, 2013; proposal three, to adopt an advisory resolution approving our executive compensation; proposal four, to conduct an advisory vote on the frequency of future advisory votes on executive compensation; proposal five, to approve an amendment to our 2006 Long-Term Equity Incentive Plan, which increases the number of shares issuable by 5,000,000; and proposal six, to approve the revised material terms of our Executive Management Bonus Plan.

Six individuals were nominated for election to our board of directors at the meeting, comprising the entire board. Such individuals received votes as follows, and each of the following six was elected to our board of directors:

                           Votes for    Votes withheld   Broker Non-Votes
Charles E. Bradley, Jr.   10,642,282           425,778          6,981,622
Chris A. Adams            10,278,300           789,760          6,981,622
Brian J. Rayhill          10,341,110           726,950          6,981,622
William B. Roberts         8,261,839         2,806,221          6,981,622
Gregory S. Washer         10,642,382           425,678          6,981,622
Daniel S. Wood            10,278,160           789,900          6,981,622

Proposals two, three, five and six were approved, on the following votes:

                Votes for   Votes against    Abstentions   Broker Non-Votes
  Proposal Two 17,481,653          40,922        527,107                  0
Proposal Three 10,464,232          78,889        524,939          6,981,622
 Proposal Five  8,032,641       2,515,525        519,894          6,981,622
  Proposal Six 10,169,577         372,191        526,292          6,981,622

By their votes on proposal four the shareholders recommended annual advisory votes on executive compensation, as follows:

1 Year 2 Years 3 Years Abstain Broker Non-Vote Proposal Four 10,251,554 234,618 66,226 515,662 6,981,622

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