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BBOX > SEC Filings for BBOX > Form 8-K on 12-Aug-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Selection of Directors;
Appointment of Certain Officers; Compensating Arrangements of Certain Officers.

On August 6, 2013, the stockholders of Black Box Corporation (the "Company") approved an amendment and restatement of the Company's 2008 Long-Term Incentive Plan (the "Plan") at the 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting"). The Plan, as amended and restated (the "Amended Incentive Plan"), had been previously approved by the Board of Directors (the "Board") of the Company on May 14, 2013, subject to stockholder approval. The Amended Incentive Plan provides for the following changes to the Plan, among others: (i) an increase in the number of shares authorized for issuance thereunder by 1,000,000 shares;
(ii) share limits on director awards; (iii) a minimum one-year vesting period for stock options and stock appreciation rights; (iv) a confirmation that the Company's stock repurchase program does not replenish the shares in the Amended Incentive Plan; and (v) a revised change-in-control definition requiring an actual (instead of approved) change-in-control. The material terms of the Amended Incentive Plan are described on pages 47 through 53 of the Company's definitive proxy statement (the "Proxy Statement") for the 2013 Annual Meeting filed with the Securities and Exchange Commission on June 21, 2013, which description is incorporated herein by reference. The description of the Amended Incentive Plan included in the Company's Proxy Statement is qualified in its entirety by reference to the full text of the Amended Incentive Plan, which is attached hereto as Exhibit 10.1 (and which is also set forth as Exhibit I to the Proxy Statement), and the terms of which are incorporated by reference in this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results of the matters voted on at the 2013 Annual Meeting are provided below.
Proposal 1. Each of the nominees for election to the Board were elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:

Name                           For     Withheld  Broker Non-Votes
Richard L. Crouch          14,889,574   162,538           419,999
Thomas W. Golonski         14,681,078   371,034           419,999
Thomas G. Greig            14,823,115   228,997           419,999
John S. Heller             14,896,900   155,212           419,999
William H. Hernandez       14,875,454   176,658           419,999
Michael McAndrew           14,898,400   153,712           419,999

Edward A. Nicholson, Ph.D. 14,679,428 372,684 419,999 Joel T. Trammell 14,897,300 154,812 419,999

Proposal 2. The Amended Incentive Plan was approved by the following vote

For:              13,188,938
Against:           1,856,983
Abstained:             6,193
Broker Non-Votes:    419,997

Proposal 3. The ratification of the appointment by the Audit Committee of the Board of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2014 was approved by the following vote:

For:              15,318,457
Against:             146,641
Abstained:             7,013
Broker Non-Votes:          -

Proposal 4. The compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2013 Annual Meeting, was approved, on a non-binding advisory basis, by the following vote:

For:              14,603,988
Against:             442,033
Abstained:             6,092
Broker Non-Votes:    419,998

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description
10.1 2008 Long-Term Incentive Plan (as amended and restated on August 6, 2013).

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