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ACTV > SEC Filings for ACTV > Form 8-K on 27-Jun-2013All Recent SEC Filings

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Form 8-K for ACTIVE NETWORK INC


27-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 21, 2013, The Active Network, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). As of May 15, 2013, the record date of the Annual Meeting, there were 61,682,299 outstanding shares of the Company's common stock. At the Annual Meeting, a quorum of 55,830,027 shares of the Company's common stock were represented in person or by proxy. The Company's stockholders approved Proposal 1 and Proposal 2 below, and did not approve, on an advisory basis, Proposal 3 relating to the compensation of the Company's named executive officers. Each of the proposals is described in detail in the Company's definitive proxy statement for the Annual Meeting that was filed with the Securities and Exchange Commission ("SEC") on May 23, 2013. The final votes on the proposals presented at the Annual Meeting are as follows:

Proposal 1:

Each of Jon Belmonte and Stephen L. Green was elected as a Class II director to
hold office until the 2016 Annual Meeting of Stockholders and until his
successor is elected and has qualified, or if sooner, until the director's
death, resignation or removal, by the following vote:



                                   Votes            Votes          Broker
             Nominee                For           Withheld        Non-Votes
             Jon Belmonte         47,972,865         957,628       6,899,534
             Stephen L. Green     40,900,479       8,030,014       6,899,534

Each of David Alberga, Thomas N. Clancy, Bruns Grayson and Joseph Levin continue to serve as directors of the Company after the Annual Meeting. In addition, the Board of Directors has one vacancy following the Annual Meeting.

Proposal 2:

The selection by the Audit Committee of the Company's Board of Directors of
Ernst & Young LLP as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2013 was ratified by the following vote:



                           Votes       Votes
                            For       Against   Abstentions
                         40,795,988   968,326     19,321

Proposal 3:

The Company's stockholders did not approve, on an advisory basis, the
compensation of the named executive officers, as disclosed in the Company's
proxy statement for the Annual Meeting pursuant to the compensation disclosure
rules of the SEC, as follows:



                    Votes        Votes                     Broker
                     For        Against     Abstentions   Non-Votes
                  24,208,519   24,603,270     118,704     6,899,534


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