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LOCM > SEC Filings for LOCM > Form 8-K on 6-Aug-2013All Recent SEC Filings

Show all filings for LOCAL CORP

Form 8-K for LOCAL CORP


6-Aug-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


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

On August 6, 2013, the Registrant held its 2013 Annual Meeting of Stockholders. The following matters were submitted to a vote of stockholders:

The election of one director as a Class III member of the Registrant's Board of Directors for a three year term expiring in 2016;

The ratification of BDO USA, LLP as the Registrant's independent registered public accounting firm for the fiscal year ending December 31, 2013;

The approval of the Registrant's Employee Stock Purchase Plan;

The approval, in accordance with Nasdaq Marketplace Rules, of the issuance of shares of the Registrant's common stock underlying convertible notes and warrants previously issued by the Registrant, in an amount equal to or in excess of 20% of the Registrant's common stock outstanding before the issuance of common stock underlying such convertible notes and warrants; and

The advisory vote on executive compensation disclosed in the Registrant's proxy statement.

As of the record date of June 13, 2012, there were 22,877,436 shares of Common Stock outstanding and entitled to vote at the meeting. The holders of 12,053,243 shares of Common Stock were represented in person or by proxy at the meeting, constituting a quorum.

At the annual meeting, the director nominated was re-elected and the proposals noted above were all approved. The vote with respect to the election of the director was as follows:

Director For Withheld Broker Non-Votes Heath B. Clarke 2,633,576 606,573 8,866,344

The vote with respect to the ratification of the appointment of BDO USA, LLP as the Registrant's independent registered public accounting firm for the fiscal year ending December 31, 2013 was as follows:

For Against Abstain Broker Non-Votes 11,604,838 225,536 276,119 0

The vote with respect to the Employee Stock Purchase Plan was as follows:

For Against Abstain Broker Non-Votes 2,066,027 1,115,801 58,321 8,866,344

The vote with respect to the issuance of 20% or more of the Registrant's common stock in connection with the conversion of convertible notes and warrants was as follows:

For Against Abstain Broker Non-Votes 2,202,457 963,526 74,166 8,866,344

The vote with respect to the advisory vote on executive compensation was as follows:

For Against Abstain Broker Non-Votes 1,980,542 1,182,030 77,577 8,866,344

On August 6, 2013, the Registrant issued a press release announcing the results of its 2013 Annual Meeting of Stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.



Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Local Corporation dated August 6, 2013.


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