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VTNC > SEC Filings for VTNC > Form 8-K on 17-May-2013All Recent SEC Filings

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Form 8-K for VITRAN CORP INC


17-May-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial Stat


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

On May 15, 2013 the Company held an Annual and Special Meeting of Shareholders at which the following actions were taken:

1. The following directors were elected with the indicated number of votes set forth below:

       Nominee         For     Withheld  Non-Vote

  Richard D. McGraw  6,051,657 4,577,992 2,347,284
  William S. Deluce 10,190,267   439,382 2,347,284
  John R. Gossling  10,546,010    83,639 2,347,284
  Georges L. Hébert  7,907,639 2,722,010 2,347,284
  David S. McClimon 10,546,010    83,639 2,347,284

2. The proposal for the ratification of the appointment of KPMG LLP as Independent Auditors for 2013 was voted on and approved at the meeting by the following vote:
For: 12,760,539 Withheld: 216,394 Non-Vote: Nil

3. The advisory resolution to approve the compensation of the named executive officers was voted on at the meeting by the following vote:
For: 6,225,210 Against: 4,306,369 Abstain: 98,070 Non-Vote: 2,347,284

4. The resolution to approve the Amended and Restated Stock Option Plan was voted on at the meeting by the following vote:
For: 10,380,517 Against: 247,132 Abstain: 2,000 Non-Vote: 2,347,284

5. The following three resolutions to approve By-Law No. 8 were withdrawn at the meeting: (i) resolution to confirm changes to the previous by-laws that are primarily ministerial in nature; (ii) resolution to confirm a change to the previous by-laws to eliminate a second or "casting" vote in favor of the Chair of the meeting of the board of directors if there is a tie in the votes cast by directors at such meeting; and (iii) resolution to confirm a change to the previous by-laws to provide for advance notice provisions with respect to the nomination of directors.

As previously reported in the Company's Current Report on Form 8-K dated March 18, 2013, By-Law No. 8 had been approved by the Company's board of directors on March 18, 2013 and was in full force and effect as of such date, pending ratification by the Company's shareholders at the Annual and Special Meeting of Shareholders. Because such resolutions were withdrawn, as of May 15, 2013 such By-Law No. 8 ceased to be in effect and the Company's by-laws have reverted to its by-laws as in effect prior the Board's approval of By-Law No. 8 on March 18, 2013.



Item 8.01. Other Events.

On May 16, 2013, the Company issued a press release announcing the final director election results from its Annual and Special Meeting of Shareholders.

A copy of the press release is attached hereto as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No. Exhibit
99.1 News release dated May 16, 2013*

* Filed herewith.


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