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DRIV > SEC Filings for DRIV > Form 8-K on 29-May-2013All Recent SEC Filings

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Form 8-K for DIGITAL RIVER INC /DE


29-May-2013

Submission of Matters to a Vote of Security Holders


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

On May 23, 2013, Digital River, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the holders of 30,365,401 shares of the Company's Common Stock (85.99%) were represented in person or by proxy constituting a quorum. The following matters were considered and voted upon at the Annual Meeting, and received the votes set forth below:

Proposal 1 - Election of Directors



Nominees for election for a three-year term expiring at the 2016 Annual Meeting:



Name                  Votes For    Votes Against   Votes Abstained   Broker Non-vote

Perry W. Steiner      20,562,845     2,421,347          8,384           7,372,825
Timothy J. Pawlenty   22,619,872      365,975           6,729           7,372,825
David C. Dobson       21,228,822     1,760,316          3,438           7,372,825

Proposal 2 - To approve the adoption of the 2013 Performance Bonus Plan

Votes For Votes Against Votes Abstained Broker Non-vote

20,786,851 2,021,529 184,196 7,372,825

Proposal 3 - Advisory vote to approve the executive compensation of our named executive officers

Votes For Votes Against Votes Abstained Broker Non-vote

22,123,001 462,161 407,414 7,372,825

Proposal 4 - To ratify the selection of Ernst & Young LLP to serve as the Company's independent auditors for the fiscal year ending December 31, 2013

Votes For Votes Against Votes Abstained Broker Non-vote

27,945,821 2,389,526 30,054 -0-


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