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DNB > SEC Filings for DNB > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for DUN & BRADSTREET CORP/NW

Form 8-K for DUN & BRADSTREET CORP/NW


12-May-2014

Submission of Matters to a Vote of Security Holders


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

Our Annual Meeting of Shareholders was held on May 7, 2014. At such meeting, 30,651,281 shares of our common stock were represented in person or by proxy, which was equal to 82.81% of the issued and outstanding shares entitled to vote at the meeting.

The matters voted upon and the results of the vote were as follows:

                                 PROPOSAL NO. 1

                             ELECTION OF DIRECTORS

The nine directors listed below were elected to one-year terms, which will
expire at the 2015 Annual Meeting of Shareholders.



                                                  Number of Shares
            Nominee                       For           Against       Abstain
            Austin A. Adams             27,825,222       225,789       236,296
            Robert P. Carrigan          27,927,319       131,669       228,319
            Christopher J. Coughlin     27,326,326       727,249       233,732
            James N. Fernandez          27,849,722       203,091       234,494
            Paul R. Garcia              27,850,791       207,727       228,789
            Anastassia Lauterbach       27,911,361       148,377       227,569
            Thomas J. Manning           27,883,764       175,657       227,886
            Sandra E. Peterson          27,619,769       436,418       231,120
            Judith A. Reinsdorf         27,903,837       156,025       227,445

There were 2,363,974 Broker Non-Votes on Proposal No. 1 relating to each director.

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Table of Contents

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm was ratified as follows: 30,174,255 voted in favor; 270,363 voted against; and 206,663 abstained.

There were no Broker Non-Votes on Proposal No. 2.

PROPOSAL NO. 3

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

(SAY ON PAY)

The advisory vote on executive compensation as disclosed in the proxy materials for our Annual Meeting of Shareholders was approved as follows: 27,136,037 voted in favor; 800,572 voted against; and 350,698 abstained.

There were 2,363,974 Broker Non-Votes on Proposal No. 3.

PROPOSAL NO. 4

SHAREHOLDER PROPOSAL REQUESTING OUR BOARD TO ADOPT A POLICY, AND TO

AMEND OUR GOVERNING DOCUMENTS AS NECESSARY TO REFLECT THE POLICY, TO

REQUIRE THAT OUR CHAIRMAN OF THE BOARD BE AN INDEPENDENT DIRECTOR

The proposal requesting our Board of Directors to adopt a policy, and to amend our governing documents as necessary to reflect the policy, to require that our Chairman of the Board be an independent director was not approved as follows:
7,192,642 voted in favor; 20,817,145 voted against; and 277,520 abstained.

There were 2,363,974 Broker Non-Votes on Proposal No. 4.

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Table of Contents

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