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VIAS > SEC Filings for VIAS > Form 8-K on 6-May-2014All Recent SEC Filings

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Results of Operations and Financial Condition, Submission of Matters to a Vo

Item 2.02: Results of Operations and Financial Condition.

On April 25, 2014, Viasystems Group, Inc. (the "Company") issued a press release announcing the Company's first quarter 2014 results conference call to be held on May 6, 2014 at 4:30 p.m. Eastern Time.

On May 6, 2014, the Company issued a press release announcing the Company's first quarter 2014 results, a copy which is attached as an exhibit hereto.

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

On May 6, 2014, the Company held its regular annual meeting of stockholders. The stockholders approved all of the proposals detailed in the Company's Definitive Proxy Statement on Schedule 14A which was filed with the Securities Exchange Commission on March 14, 2014. The board of directors, as listed below, was reelected in its entirety. In addition, an advisory vote was solicited with respect to executive compensation, as disclosed in the Company's definitive proxy statement and was approved on an advisory basis. As previously reported, following the 2011 annual meeting, the Company's board of directors decided to follow stockholders' recommendation in the 2011 annual meeting and hold an advisory shareholder vote on executive compensation in its proxy materials every three years. The next non-binding advisory vote on executive compensation and the next non-binding vote on the frequency of stockholder advisory compensation votes will each be held at the Company's 2017 annual meeting. The number of shares entitled to vote at the Company's 2014 annual meeting of stockholders was 20,799,047, representing the number of shares outstanding as of the record date, March 7, 2014.

Proposal 1: Election of twelve directors to serve until the next annual meeting of stockholders.

                                       SHARES          SHARES          BROKER
                                     VOTED FOR        WITHHELD       NON-VOTES
          Michael D. Burger           12,974,954       2,302,715        940,478
          Timothy L. Conlon           13,251,753       2,025,916        940,478
          Robert F. Cummings, Jr.     14,918,383         359,286        940,478
          Kirby A. Dyess              14,921,660         356,009        940,478
          Peter Frank                 13,236,169       2,041,500        940,478
          Jack D. Furst               13,249,958       2,027,711        940,478
          Edward Herring              13,249,340       2,028,329        940,478
          William A. Owens            14,914,388         363,281        940,478
          Dominic J. Pileggi          14,999,979         277,690        940,478
          David M. Sindelar           13,315,029       1,962,640        940,478
          Christopher J. Steffen      14,903,613         374,056        940,478
          David D. Stevens            14,999,225         278,444        940,478

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014.

                                       SHARES VOTED     SHARES
                    SHARES VOTED FOR     AGAINST      ABSTAINING
                       16,157,652         14,546        45,949

Proposal 3: Approval of the compensation paid to the Company's named executive officers (advisory vote).

                                       SHARES VOTED     SHARES
                    SHARES VOTED FOR     AGAINST      ABSTAINING
                       13,081,247       1,784,963      411,459

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished pursuant to Item 2.02 hereof, and the information contained in this report and such exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated therein.

Exhibit Number Description

99.1 Press Release issued by the Company on May 6, 2014.

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