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UTIW > SEC Filings for UTIW > Form 8-K on 12-Jun-2014All Recent SEC Filings

Show all filings for UTI WORLDWIDE INC

Form 8-K for UTI WORLDWIDE INC


12-Jun-2014

Submission of Matters to a Vote of Security Holders


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

UTi Worldwide Inc., (the "Company") held its annual meeting of shareholders on June 9, 2014 (the "Annual Meeting") in the Company's Long Beach Solutions Center located at 100 Oceangate Boulevard, Suite 1500, Long Beach, California 90802, USA. Holders of the Company's ordinary shares were entitled to one vote per share and holders of the Company's convertible preference shares were entitled to the number of votes equal to the number of ordinary shares which could have been issued had the convertible preference shares been convertible on the record date. Holders of the Company's ordinary shares and convertible preference shares voted together, as a single class, on all matters (including the election of directors) submitted to a vote of shareholders at the Annual Meeting. The voting results for each item of business properly presented at the Annual Meeting are set forth below.

Proposal 1 - Election of Directors

At the Annual Meeting, both of the Company's nominees as listed in the Company's
proxy statement were elected. Accordingly, the following individuals were
elected as class "B" directors to serve a three year term and until their
respective successors are duly elected and qualified. The results of the vote
were as follows:



                                             Votes                             Broker
      Name of Nominee     Votes For         Against         Abstentions       Non-Votes
      Eric W. Kirchner     84,784,536        2,231,472            64,211       4,890,377
      Leon J. Level        76,518,512       10,052,969           598,738       4,890,377

Proposal 2 - Advisory Vote on Executive Compensation

At the Annual Meeting, the Company's shareholders voted to approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the compensation tables and narrative discussion following the Compensation Discussion and Analysis. The results of the vote were as follows:

                                                             Broker
                 Votes For    Votes Against   Abstentions   Non-Votes
                 85,109,907     1,637,163       423,149     4,890,377


Proposal 3 - Ratification of the Appointment of Independent Registered Public Accountants

At the Annual Meeting, the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending January 31, 2015 was ratified by the Company's shareholders. The results of the vote were as follows:

                                                             Broker
                 Votes For    Votes Against   Abstentions   Non-Votes
                 90,998,194     1,059,819        2,583          0

Proposal 4 - Approval of the Flexible Settlement Feature in Connection with the Potential Conversion of the Company's 4.50% Convertible Senior Notes Due 2019

At the Annual Meeting, the Company's shareholders voted to approve the flexible settlement feature in connection with the potential conversion of the Company's 4.50% Convertible Senior Notes Due 2019 (the "2019 Notes"). Accordingly, the Company will now have the option to settle conversions of the 2019 Notes by paying cash, issuing shares, or by a combination of paying cash and issuing shares as provided for in the Indenture for the 2019 Notes. The results of the vote were as follows:

                                                             Broker
                 Votes For    Votes Against   Abstentions   Non-Votes
                 85,349,537      968,999        851,683     4,890,377


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