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

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
CSGP > SEC Filings for CSGP > Form 8-K on 6-Jun-2013All Recent SEC Filings

Show all filings for COSTAR GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COSTAR GROUP INC


6-Jun-2013

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


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

On June 4, 2013, the Company amended its Amended and Restated Certificate of Incorporation to remove the voting standard so that the Board of Directors may provide for majority voting in uncontested director elections. The amendment became effective by filing a Third Amended and Restated Certificate of Incorporation with the State of Delaware on June 4, 2013 following stockholder approval, as discussed further below under Item 5.07. A copy of the Third Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.



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

The following items, which are more fully described in our proxy statement dated April 25, 2013, were submitted to a vote of the stockholders of the Company at the Company's 2013 Annual Meeting held on June 4, 2013. The final voting results are as follows:

(1) The following nominees were elected to our Board to serve until the next annual meeting of the Company's stockholders or until his successor is elected and qualified: Michael R. Klein, Andrew C. Florance, David Bonderman, Michael J. Glosserman, Warren H. Haber, John W. Hill, Christopher J. Nassetta and David J. Steinberg.

Name                    Votes For  Votes Withheld Broker Non-Votes
Michael R. Klein        24,143,804      2,510,758          605,870
Andrew C. Florance      26,390,337        264,225          605,870
David Bonderman         23,806,735      2,847,827          605,870
Michael J. Glosserman   24,668,886      1,985,676          605,870
Warren H. Haber         26,479,567        174,995          605,870
John W. Hill            26,568,354         86,208          605,870

Christopher J. Nassetta 21,664,191 4,990,371 605,870 David J. Steinberg 26,550,174 104,388 605,870

(2) The amendment to the CoStar Group, Inc. Amended and Restated Certificate of Incorporation to remove the voting standard so that the Board of Directors may provide for majority voting in uncontested director elections was approved upon the following vote:

Votes For        26,576,610
Votes Against        15,061
Abstentions          62,892
Broker Non-Votes    605,869

(3) The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified upon the following vote:

Votes For     27,113,714
Votes Against     86,853
Abstentions       59,865


(4) The advisory resolution on executive compensation was approved upon the following vote:

Votes For        17,081,636
Votes Against     9,426,925
Abstentions         146,002
Broker Non-Votes    605,869



Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

Exhibit 3.1 CoStar Group, Inc. Third Amended and Restated Certificate of Incorporation, dated June 4, 2013


  Add CSGP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for CSGP - 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.