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HSNI > SEC Filings for HSNI > Form 8-K on 23-May-2014All Recent SEC Filings

Show all filings for HSN, INC.

Form 8-K for HSN, INC.


23-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

(a) HSN, Inc., a Delaware corporation (the "Company"), held its annual meeting of shareholders on May 23, 2014.

(b) The matters on which the shareholders voted, in person or by proxy, were
(i) to elect ten directors to serve until the Company's next annual meeting of shareholders or until their successors are duly elected and qualified; (ii) to approve, on an advisory basis, the compensation paid to our named executive officers; (iii) to approve the Performance Goals contained in the Second Amended and Restated 2008 Stock and Annual Incentive Plan; and (iv) to ratify the appointment of Ernst & Young LLP as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2014. The results of the voting are as follows:

Proposal 1 - Election of Directors:



   Name of Nominee             Votes For        Votes Withheld       Broker Non-Votes
   William Costello             49,060,392              710,206              2,184,384
   James M. Follo               49,223,132              547,466              2,184,384
   Mindy Grossman               49,077,528              693,070              2,184,384
   Stephanie Kugelman           49,221,543              549,055              2,184,384
   Arthur C. Martinez           45,786,818            3,983,780              2,184,384
   Thomas J. McInerney          48,216,750            1,553,848              2,184,384
   John B. (Jay) Morse, Jr.     49,223,114              547,484              2,184,384
   Matthew E. Rubel             49,645,306              125,292              2,184,384
   Ann Sarnoff                  48,314,147            1,456,451              2,184,384
   Courtnee Ulrich              49,070,818              699,780              2,184,384

Each of the director nominees was elected to hold office for a one-year term ending on the next succeeding annual meeting of shareholders.

Proposal 2 - Approve, on an advisory basis, the compensation paid to our named executive officers:

Votes For Votes Against Votes Abstaining Broker Non-Votes 49,338,209 106,905 325,484 2,184,384

The shareholders approved, on an advisory basis, Proposal 2.

Proposal 3 - Approve the Performance Goals contained in the Second Amended and Restated 2008 Stock and Annual Incentive Plan:

Votes For Votes Against Votes Abstaining Broker Non-Votes 49,262,825 498,099 9,674 2,184,384


The shareholders approved Proposal 3.

Proposal 4 - Ratify the appointment of Ernst & Young LLP as our independent registered certified public accounting firm for the fiscal year ending December 31, 2014:

Votes For Votes Against Votes Abstaining Broker Non-Votes 51,926,162 22,138 6,682 0

The shareholders approved Proposal 4.


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