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CSE > SEC Filings for CSE > Form 8-K on 29-Apr-2013All Recent SEC Filings

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Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure,

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

We held our annual meeting of stockholders on April 25, 2013, at which all matters submitted to a vote of our stockholders as described in our Proxy Statement were approved. The matters approved were (1) election of directors,
(2) ratification of the Board's selection of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2013, and (3) advisory approval of executive compensation for our named executive officers.

Based on the result of the advisory vote on the frequency of advisory stockholder votes on executive compensation at the 2011 annual stockholders meeting and consistent with the recommendation of the Company's Board of Directors, the Company confirms that it will include a non-binding stockholder advisory vote on executive compensation in the Company's proxy materials every year, until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur not later than our annual stockholders meeting in 2017.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set out below:

1. Election of Directors

Director                    For        Against      Withheld    Abstentions Non-Votes
Andrew B. Fremder       157,268,450       --       4,855,264        --      28,452,385
C. William Hosler       143,031,088       --       19,092,626       --      28,452,385
James J. Pieczynski     158,114,916       --       4,008,798        --      28,452,385
                            For        Against      Withheld    Abstentions Non-Votes
2. Ratification of      184,198,208   4,492,032        --        1,885,859      --
Independent Auditors
                            For        Against      Withheld    Abstentions Non-Votes
3. Approval of          126,578,344   33,370,350       --        2,175,020  28,452,385
Compensation for
Named Executive

Item 7.01. Regulation FD Disclosure.

On April 29, 2013, we announced our consolidated financial results for the first quarter ended March 31, 2013. A copy of the press release announcing those results is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On April 29, 2013, we posted a presentation to the Investor Relations section of our website at the following address:

The information in Items 2.02 and 7.01 of this Current Report and the exhibits attached hereto are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 7.01of this Current Report and the exhibits attached hereto shall not be incorporated by reference into any registration statement or other document filed with the Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached to this Form 8-K, which is incorporated herein by reference.

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