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PDII > SEC Filings for PDII > Form 8-K on 6-Jun-2014All Recent SEC Filings

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Form 8-K for PDI INC


6-Jun-2014

Submission of Matters to a Vote of Security Holders


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

On June 4, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 15,328,404 shares of the Company's common stock were entitled to vote as of April 16, 2014, the record date for the Annual Meeting, of which 13,676,969 were present in person or by proxy at the Annual Meeting.

At the Annual Meeting, the stockholders of the Company were asked to elect two directors to serve as Class III directors of the Board for a three-year term expiring on the date of the Company's 2017 Annual Meeting of Stockholders. The results of the vote taken at the Annual Meeting with respect to the election of the Class III directors were as follows:

Director For Withheld Broker Non-Vote

Jack E. Stover 12,651,995 298,328 726,646

John M. Climaco 12,887,420 62,903 726,646

At the Annual Meeting, the stockholders were also asked to ratify the compensation of named executive officers on a nonbinding advisory basis. The results of the vote taken at the Annual Meeting with respect to the nonbinding advisory basis ratification of the compensation of named executive officers were as follows:

For Against Abstain Broker Non-Vote

10,027,470 2,915,259 7,594 726,646

At the Annual Meeting, the stockholders were also asked to approve an amendment to the Company's Amended and Restated 2004 Stock Award and Incentive Plan increasing the number of shares of common stock authorized under the 2004 Plan by 1,250,000 shares.

For Against Abstain Broker Non-Vote

11,645,520 1,302,463 2,340 726,646

At the Annual Meeting, the stockholders were also asked to ratify the appointment of BDO USA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The results of the vote taken at the Annual Meeting with respect to the ratification of the appointment of BDO USA LLP were as follows:

For Against Abstain
13,669,409 6,606 954

Each of the aforementioned proposals submitted to the stockholders at the Annual Meeting was approved by the final voting results set forth above.


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