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PDII > SEC Filings for PDII > Form 8-K on 6-Jun-2013All Recent SEC Filings

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Form 8-K for PDI INC


6-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On June 4, 2013, the Company held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 15,159,692 shares of the Company's common stock were entitled to vote as of April 22, 2013, the record date for the Annual Meeting, of which 14,415,422 were present in person or by proxy at the Annual Meeting.

At the Annual Meeting, the stockholders of the Company were asked to elect two directors to serve as Class I directors of the Board for a three-year term expiring on the date of the Company's 2016 Annual Meeting of Stockholders. The results of the vote taken at the Annual Meeting with respect to the election of the Class I directors were as follows:

Director For Withheld Broker Non-Vote

Stephen J. Sullivan 11,289,260 2,376,445 749,717

John Federspiel 11,280,060 2,385,645 749,717

At the Annual Meeting, the stockholders were also asked to ratify the compensation of named executive officers on a nonbinding advisory basis. The results of the vote taken at the Annual Meeting with respect to the nonbinding advisory basis ratification of the compensation of named executive officers were as follows:

For Against Abstain Broker Non-Vote

13,602,001 61,678 2,026 749,717

At the Annual Meeting, the stockholders were also asked to vote on the frequency of future stockholder advisory votes on compensation of named executive officers, choosing between every, one (1), two (2), or three (3) years. The results of the vote taken at the Annual Meeting on the frequency of future stockholder advisory votes on compensation of named executive officers were as follows:

One Year Two Years Three Years Broker Non-Vote Abstain

11,272,471 665,502 1,726,600 749,717 1,132

At the Annual Meeting, the stockholders were also asked to ratify the appointment of BDO USA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The results of the vote taken at the Annual Meeting with respect to the ratification of the appointment of BDO USA LLP were as follows:

For Against Abstain
14,366,891 2,529 46,002

Each of the aforementioned proposals submitted to the stockholders at the Annual Meeting was approved by the final voting results set forth above.


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