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MOVE > SEC Filings for MOVE > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for MOVE INC


17-Jun-2013

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


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

On June 12, 2013, Move, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Move, Inc. 2011 Incentive Plan (the "Incentive Plan"), an omnibus plan that provides for grants of equity and cash-based incentives to employees, officers, directors and consultants of the Company, to increase by 2,100,000 the number of shares available thereunder. Descriptions of the material terms of the Incentive Plan and the proposed amendment thereto were included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2013. The amendment to the Incentive Plan is filed herewith as Exhibit 99.1 and is incorporated herein by reference.



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

The Company's stockholders approved four proposals at the Annual Meeting. A description of the proposals and the voting results are set forth below. For more information, see the Company's proxy statement dated April 25, 2013.

ITEM 1 The following six (6) nominees to the Board of Directors were elected, by a plurality of the votes cast, to serve as directors of the Company until the Annual Meeting of Stockholders to be held in 2014 and until his/her successor is elected and qualified, with the specific voting results being as follows:

                                               BROKER
                                                NON-
DIRECTOR                 FOR       WITHHELD     VOTES
Joe F. Hanauer        31,062,828    503,534   3,207,335
Steven H. Berkowitz   31,303,961    262,401   3,207,335
Jennifer Dulski       31,359,875    206,487   3,207,335
Kenneth K. Klein      31,331,804    234,558   3,207,335
V. Paul Unruh         31,359,401    206,961   3,207,335
Bruce G. Willison     31,090,961    475,401   3,207,335

ITEM 2 A majority of the votes cast at the meeting were voted in favor of the proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company for the fiscal year ending December 31, 2013, with the specific voting results being as follows:

FOR                34,619,078
AGAINST               135,527
ABSTAIN                19,092
BROKER NON-VOTES      -- 0 --

ITEM 3 A majority of the votes cast at the meeting were voted in favor of the proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers, with the specific voting results being as follows:

FOR                28,944,194
AGAINST               606,919
ABSTAIN             2,015,249
BROKER NON-VOTES    3,207,335


Table of Contents

ITEM 4 A majority of the votes cast at the meeting were voted in favor of the proposal to approve an amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder, with the specific voting results being as follows:

FOR                26,567,999
AGAINST             2,980,910
ABSTAIN             2,017,453
BROKER NON-VOTES    3,207,335



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Amendment to the Move, Inc. 2011 Incentive Plan.


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