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DHX > SEC Filings for DHX > Form 8-K on 23-May-2013All Recent SEC Filings

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

Form 8-K for DICE HOLDINGS, INC.


23-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2013, Dice Holdings, Inc. (the "Company") held its 2013 annual meeting of shareholders (the "Annual Meeting"). At the time of the Annual Meeting, William W. Wyman, a member of the Board of Directors, did not stand for re-election as a Director and retired from the Company's Board of Directors.

Mr. Wyman served on the Audit Committee and the Compensation Committee of the Company, and was the Chairman of the Compensation Committee. Golnar Sheikholeslami, a Director of the Company since September 2012, has replaced Mr. Wyman on such committees and H. Raymond Bingham, a Director of the Company since July 2009, has assumed chairmanship of the Compensation Committee.

In addition, the Board of Directors re-elected two Class III directors as described below under Item 5.07.



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

The matters voted upon at the Annual Meeting were: (1) the re-election of two Class III Directors, (2) the ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 and (3) the approval, on an advisory basis, of the compensation of the Company's executive officers.

Each of the two nominees for election to the Board of Directors - John W. Barter and Scot W. Melland- was elected to serve for a three-year term (with a term expiring at the 2016 annual meeting). The results of the voting follows:

Nominees          For          Withheld   Broker Non-Votes
John W. Barter    50,667,683   571,202    1,340,180
Scot W. Melland   50,382,774   856,111    1,340,180

The proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was approved. The results of the voting follows:

For Against Abstain Broker Non-Votes 52,510,233 53,910 14,922 0

A majority of shareholders approved, on an advisory basis, the compensation of the Company's executive officers. The results of the voting follows:

For Against Abstain Broker Non-Votes 46,236,342 4,988,335 14,208 1,340,180


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