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CTCT > SEC Filings for CTCT > Form 8-K on 22-May-2013All Recent SEC Filings

Show all filings for CONSTANT CONTACT, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CONSTANT CONTACT, INC.


22-May-2013

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


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

At the annual meeting of stockholders of Constant Contact, Inc. (the "Company") held on May 22, 2013 (the "2013 Annual Meeting"), there were 26,742,888 shares of the Company's common stock represented in person or by proxy, constituting 87.11% of the shares of the Company's common stock issued and outstanding and entitled to vote at the 2013 Annual Meeting, and the Company's stockholders voted upon the following proposals:

1. The following nominees were elected to the Company's board of directors as Class III directors for terms expiring at the 2016 annual meeting of stockholders.

                                    For       Withheld   Broker Non-Votes
             Robert P. Badavas   23,020,419   301,787    3,420,682
             Gail F. Goodman     22,758,585   563,621    3,420,682
             William S. Kaiser   23,017,332   304,874    3,420,682

Following the annual meeting, Thomas Anderson, Jay Herratti, and Sharon T. Rowlands, having terms expiring in 2014, and John Campbell and Daniel T. H. Nye, having terms expiring in 2015, continue as directors of the Company.

2. The amendment to the 2007 Employee Stock Purchase Plan was approved.

                        For:                  23,228,038
                        Against:                  54,513
                        Abstain:                  39,655
                        Broker Non-Votes:      3,420,682

3. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013 was ratified.

                             For:         26,684,643
                             Against:         18,327
                             Abstain:         39,918

4. A non-binding, advisory vote on the compensation of the Company's named executive officers was approved.

                        For:                  22,924,346
                        Against:                 321,671
                        Abstain:                  76,189
                        Broker Non-Votes:      3,420,682




Item 8.01. Other Events.

On May 21, 2013, while it was permissible under the applicable securities laws for executive officers of the Company to purchase and sell securities of the Company, the following executive officer entered into a binding trading plan (the "10b5-1 Plan"):

                                    Maximum number of shares     Time period during
                                    of common stock that may    which sales may occur
Name                   Title        be sold under 10b5-1 Plan     under 10b5-1 Plan
Robert P. Nault   Vice President,            12,000             08/23/2013-12/31/2013
                  General Counsel
                  and Secretary

Pursuant to the 10b5-1 Plan, certain shares of the Company's common stock held by Mr. Nault will be sold on a periodic basis without further direction from him in accordance with the terms and conditions set forth in the 10b5-1 Plan, which includes minimum sale price thresholds. Under the Company's insider trading policy, trades will not occur under the 10b5-1 Plan until at least 90 days after the execution date of the 10b5-1 Plan. The 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company's insider trading policy. Transactions made pursuant to the 10b5-1 Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company's officers or directors, nor to report modifications or terminations of such plans.


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