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UNTD > SEC Filings for UNTD > Form 8-K on 18-Jun-2013All Recent SEC Filings

Show all filings for UNITED ONLINE INC

Form 8-K for UNITED ONLINE INC


18-Jun-2013

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


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

The Board of Directors (the "Board") of United Online, Inc. (the "Company") previously approved, subject to stockholder approval at the Company's 2013 annual meeting of stockholders (the "Annual Meeting"), the Amended and Restated United Online, Inc. 2010 Incentive Compensation Plan (the "Amended Plan"). A total of 29,250,000 shares of the Company's common stock have been reserved for issuance under the Amended Plan. The Company's executive officers and other employees of the Company or any parent or subsidiary of the Company, the Company's non-employee Board members and board members of any parent or subsidiary of the Company, and independent consultants in the service of the Company or any parent or subsidiary of the Company are eligible to receive awards under the Amended Plan.

The Amended Plan is divided into three separate programs:

(i) the discretionary grant program under which eligible persons may be granted either options to purchase shares of the Company's common stock or stock appreciation rights tied to the value of the Company's common stock;

(ii) the stock issuance program under which shares of the Company's common stock may be issued pursuant to restricted stock awards, restricted stock units, performance shares, or other stock-based awards which entitle the recipients to receive fully-vested shares upon the attainment of designated performance goals or the completion of a prescribed service period, and under which eligible individuals may also be issued fully-vested shares as a bonus for services rendered to the Company or any parent or subsidiary thereof; and

(iii) the incentive bonus program under which eligible persons may be provided with cash-denominated bonus opportunities tied to the attainment of pre-established performance milestones and payable in cash or shares of the Company's common stock.

The number of shares reserved for issuance under the Amended Plan will be reduced on a one-for-one basis for each share subject to a stock option or stock appreciation right granted on or after January 1, 2013 and by a fixed ratio of three shares for each share that was subject to an award other than a stock option or stock appreciation right granted on or after January 1, 2013.

Unless sooner terminated, the Amended Plan will terminate on June 13, 2023, and no further awards would be made under the Amended Plan after that date.

The foregoing description of the material terms of the Amended Plan does not purport to be a complete description of the Amended Plan and is qualified in its entirety by reference to the Amended Plan, a copy of which will be filed as an exhibit to the Company's Form 10-Q for the quarterly period ending June 30, 2013.



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

(a) The Annual Meeting was held on June 13, 2013.

(b) At the Annual Meeting, (1) all of the Company's nominees for director were elected; (2) the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified; (3) the Amended Plan was approved; and (4) the advisory resolution regarding the compensation of the Company's named executive officers was approved. The voting results were as follows:

Proposal 1: Election of Directors

                        For        Withheld    Broker Non-Votes
Robert Berglass      56,243,051   10,092,376      15,602,801
Kenneth L. Coleman   55,876,358   10,459,069      15,602,801

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP

For Against Abstain
80,744,354 962,044 231,830

Proposal 3: Approval of Amended Plan

For Against Abstain Broker Non-Votes 55,911,115 10,124,280 300,032 15,602,801

Proposal 4: Advisory vote regarding the compensation of the Company's named executive officers

For Against Abstain Broker Non-Votes 52,690,816 12,674,055 970,556 15,602,801


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