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VNTV > SEC Filings for VNTV > Form 8-K on 3-May-2013All Recent SEC Filings

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Form 8-K for VANTIV, INC.


3-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.
Vantiv, Inc. ("Vantiv") held its Annual Meeting of Stockholders on April 30, 2013. At the Annual Meeting, Vantiv stockholders voted on and approved four proposals, each of which is described in more detail in Vantiv's definitive proxy statement dated March 18, 2013. Present at the Annual Meeting in person or by proxy were holders of shares representing 135,606,797 votes of Class A Common Stock and 32,300,802 votes of Class B Common Stock. The holders of Class A Common Stock and Class B Common Stock voted together as a single class on all matters presented at the Annual Meeting, except only the holders of Class A Common Stock voted on the proposal to elect four Class I directors. The final voting results were as follows:
1. Election of four Class I directors:
Director          For         Withheld    Broker Non-Votes
Lee Adrean    132,139,532    1,859,668           1,607,597
Lori Beer     132,155,436    1,843,764           1,607,597
Gary Lauer    132,531,920    1,467,280           1,607,597
Thomas Ryan   130,205,662    3,793,538           1,607,597

2. Advisory approval of the compensation of Vantiv's named executive officers:

For:                      164,364,269
Against:                    1,913,348
Abstain:                       22,385
Broker Non-Votes:           1,607,597

3. Advisory approval of the preferred frequency of stockholder advisory votes on executive compensation:

Every Year:                164,205,214
Every Two Years:             1,419,742
Every Three Years:             673,766
Abstain:                         1,280
Broker Non-Votes:            1,607,597

Based on these voting results and its consideration of the appropriate voting frequency for Vantiv at this time, Vantiv's Board of Directors has determined that Vantiv will hold an advisory vote on the compensation of Vantiv's named executive officers every year until such time as the next advisory vote regarding the frequency of advisory votes on executive compensation is submitted to stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of Vantiv.
4. Ratification of the appointment of Deloitte & Touche LLP as Vantiv's independent registered public accounting firm for the fiscal year ending December 31, 2013:

For:                      167,898,707
Against:                        8,331
Abstain:                          561
Broker Non-Votes:                   -


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