Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DNB > SEC Filings for DNB > Form 8-K on 10-May-2013All Recent SEC Filings

Show all filings for DUN & BRADSTREET CORP/NW | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DUN & BRADSTREET CORP/NW


10-May-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submiss


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 8, 2013, at the 2013 Annual Meeting of Shareholders of The Dun & Bradstreet Corporation (the "Company"), the Company's shareholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation, as amended, and Fourth Amended and Restated By-Laws, as amended (jointly, the "Amendments"), to add a right permitting the holders of at least 40% of the Company's outstanding common stock to act by written consent. The Amendments became effective upon the Company's filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on May 8, 2013.

A summary of the Amendments was included in Proposal No. 4 in the Company's 2013 Proxy Statement. The above description and the summary contained in the 2013 Proxy Statement are qualified by and subject to the full text of the Certificate of Amendment and the Fourth Amended and Restated By-Laws, as amended, which are included in this Current Report on Form 8-K as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference.

On May 8, 2013, after the 2013 Annual Meeting of Shareholders of the Company, the Board of Directors further approved a Restated Certificate of Incorporation, which simply restates and integrates the Certificate of Incorporation as amended to date, and which is included in this Current Report on Form 8-K as Exhibit 3.3, and is incorporated herein by reference. Such Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 8, 2013 after the Certificate of Amendment was filed.



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

Our Annual Meeting of Shareholders was held on May 8, 2013. At such meeting, 35,050,103 shares of our common stock were represented in person or by proxy, which was equal to 87.24% of the issued and outstanding shares entitled to vote at the meeting.

The matters voted upon and the results of the vote were as follows:

                                 PROPOSAL NO. 1

                             ELECTION OF DIRECTORS

The seven directors listed below were elected to one-year terms, which will
expire at the 2014 Annual Meeting of Shareholders.



                                                  Number of Shares
           Nominee                       For            Against        Abstain

           Austin A. Adams             31,464,317         472,777       635,715

           John W. Alden               31,415,001         521,099       636,709

           Christopher J. Coughlin     31,356,750         579,770       636,289

           James N. Fernandez          31,465,239         465,747       641,823

           Paul R. Garcia              32,034,716         460,703        77,390

           Sara Mathew                 30,974,357       1,424,014       174,438

           Sandra E. Peterson          31,466,944         477,856       628,009

- 1 -


There were 2,477,294 Broker Non-Votes on Proposal No. 1 relating to each director.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm was ratified as follows: 34,812,366 voted in favor; 212,754 voted against; and 24,983 abstained.

There were no Broker Non-Votes on Proposal No. 2.

PROPOSAL NO. 3

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

(SAY ON PAY)

The advisory vote on executive compensation as disclosed in the proxy materials for our Annual Meeting of Shareholders was approved as follows: 31,569,679 voted in favor; 784,881 voted against; and 218,249 abstained.

There were 2,477,294 Broker Non-Votes on Proposal No. 3.

PROPOSAL NO. 4

APPROVAL OF AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION, AS AMENDED, AND FOURTH AMENDED AND

RESTATED BY-LAWS, AS AMENDED, TO PERMIT SHAREHOLDERS TO ACT BY

WRITTEN CONSENT

The proposal to approve amendments to our Amended and Restated Certificate of Incorporation, as amended, and Fourth Amended and Restated By-Laws, as amended, to add a right permitting the holders of at least 40% of the Company's outstanding common stock to act by written consent was approved as follows:
32,397,447 voted in favor; 83,707 voted against; and 91,655 abstained.

There were 2,477,294 Broker Non-Votes on Proposal No. 4.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit                                   Description

3.1          Certificate of Amendment of the Amended and Restated Certificate of
             Incorporation of The Dun & Bradstreet Corporation, effective May 8,
             2013.

3.2          Fourth Amended and Restated By-Laws of The Dun & Bradstreet
             Corporation, as amended, effective May 8, 2013.

3.3          Restated Certificate of Incorporation of The Dun & Bradstreet
             Corporation, effective May 8, 2013.

- 2 -


  Add DNB to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DNB - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.