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ABTL > SEC Filings for ABTL > Form 8-K on 21-Jun-2013All Recent SEC Filings

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Form 8-K for AUTOBYTEL INC


21-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 20, 2013, Autobytel Inc., a Delaware corporation ("Autobytel" or "Company"), held its 2013 Annual Meeting of Stockholders ("Annual Meeting").
Other than for Proposal 3, the final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting, as described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2013 ("Proxy Statement") are as follows:
Proposal 1. Election of two Class III Directors of the Company to hold office until the 2016 Annual Meeting of Stockholders and until the election and qualification of such directors' successors.

Director Nominees      For      Authority Withheld   Broker Non-Votes
Janet M. Thompson   5,324,837        312,989            2,089,540
Michael J. Fuchs    5,258,166        379,660            2,089,540

Proposal 2. Approval of an amendment to the Company's certificate of incorporation effecting a reduction in the number of authorized shares of Common Stock, $0.001 par value per share.

For Against Abstain Broker Non-Votes 7,318,623 158,014 250,729 0

Proposal 4. Approval of an amendment to the Company's certificate of incorporation effecting the elimination of provisions establishing the powers, designations, preferences and rights for Series A, B and C Preferred Stock.
For Against Abstain Broker Non-Votes 7,212,645 224,028 290,693 0

Proposal 5. Advisory vote regarding approval of compensation paid to the Company's named executive officers as disclosed in the Company's proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion (say-on-pay).

For Against Abstain Broker Non-Votes 4,844,075 168,574 625,177 2,089,540


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Proposal 6. Advisory vote on frequency of advisory votes approving compensation paid to the Company's named executive officers as disclosed in the Company's proxy statement pursuant to Item 402 of Regulation S-K (Say-on-Frequency).

1 Year 2 Years 3 Years Abstain Broker Non-Votes 1,865,369 2,920,320 251,105 601,032 2,089,540

In light of the foregoing results on Proposal 6, the Company's board of directors decided that it will include a shareholder vote on the compensation of executives in its proxy materials every two years until the next required vote on the frequency of shareholder votes on compensation of executives or the board of directors determines that a different frequency for that vote is in the best interests of the Company and its stockholders.
Proposal 7. Ratification of the appointment of Moss Adams LLP as independent registered public accounting firm for 2013.

For Against Abstain Broker Non-Votes 7,386,298 94,158 246,910 0

The polls for voting on Proposal 3, a proposal to amend the Company's Certificate of Incorporation to clarify the board of directors' authority to fix the voting rights of the series of preferred stock issued under the certificate of incorporation's existing preferred stock authorization, were not closed in order to allow additional time for stockholders to vote on Proposal 3. As a result, the Annual Meeting was adjourned until 4:00 p.m. Pacific Daylight Time on Thursday, July 3, 2013, at the Company's offices located at 18872 MacArthur Boulevard, Suite 200, Irvine, California 92612.
This Current Report on Form 8-K will be amended to report the final voting results on Proposal 3 once such final results are received by the Company.


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