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CVG > SEC Filings for CVG > Form 8-K on 26-Apr-2013All Recent SEC Filings

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

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

Effective, May 1, 2013, Jeffrey H. Fox, Executive Chairman of Convergys Corporation, (the "Company") will become the non-executive Chairman of the Board. Ronald L. Nelson will become lead independent director.

Mr. Fox has entered into a termination and transition letter with the Company (the "Transition Letter") providing for the termination of his employment with the Company under the employment letter agreement dated October 30, 2012 (the "Employment Agreement"). Under the Transition Letter and consistent with the Employment Agreement, Mr. Fox will be entitled to continued vesting of unvested equity awards previously granted to him for so long as he remains a director of the Company. The Company also will continue to reimburse Mr. Fox for business use of his personal aircraft at the hourly rate specified in the Employment Agreement.

As non-executive Chairman of the Board, Mr. Fox will receive the annual cash and equity-based compensation provided to other non-employee directors generally together with the additional cash retainer payable for service as non-executive Chairman, as disclosed in the Proxy Statement for the Company's 2013 Annual Meeting of Shareholders. Board compensation, including the Chairman's cash retainer, is subject to Board review and approval and is subject to change from time to time.

A copy of the Transition Letter is attached hereto as exhibit 10.1 and is incorporated herein by reference.

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

The 2013 Annual Meeting of Shareholders of Convergys Corporation (the "Company") was held on April 26, 2013. The final voting results for each of the proposals submitted for a vote of the shareholders are set forth below.

Proposal 1

The shareholders elected each of the nominees for as directors to serve until
the next annual meeting of shareholders or until his or her successor is
elected. The voting results were as follows:

            Nominee                   For           Withhold        Non-Votes
            Andrea J. Ayers         88,685,935       1,779,180       6,678,403
            John F. Barrett         88,550,255       1,914,860       6,678,403
            Richard R. Devenuti     88,823,067       1,642,048       6,678,403
            Jeffrey H. Fox          88,509,316       1,955,799       6,678,403
            Joseph E. Gibbs         87,726,747       2,738,368       6,678,403
            Joan E. Herman          89,353,697       1,111,418       6,678,403
            Thomas L. Monahan       89,384,802       1,080,313       6,678,403
            Ronald L. Nelson        86,413,217       4,051,898       6,678,403
            Richard F. Wallman      86,294,884       4,170,231       6,678,403

Proposal 2

The shareholders ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for fiscal year 2013. The voting
results were as follows:

                             For        Against    Abstain
                          95,531,474   1,233,658   378,386

Proposal 3

The shareholders re-approved the performance goals under the Convergys Corporation Long Term Incentive Plan for the purposes of 162(m). The voting results were as follows:

For Against Abstain Broker Non-Votes 89,125,925 2,516,845 822,345 6,678,403

Proposal 4

The shareholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

For Against Abstain Broker Non-Votes 86,753,183 2,866,782 845,150 6,678,403

Item 9.01 Financial Statements and Exhibits

( d )    Exhibits.

10.1     Transition Letter, dated April 26, 2013, between the Company and Jeffrey
         H. Fox

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