UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2014 (May 21, 2014)
PC CONNECTION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23827 | 02-0513618 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
| 730 Milford Road Merrimack, New Hampshire |
03054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 603-683-2000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2014, PC Connection, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan, as amended (the “2007 Plan”), which increased the number of shares of common stock that may be issued under the 2007 Plan from 1,400,000 to 1,600,000 shares, representing an increase of 200,000 shares. The amendment to the 2007 Plan had previously been adopted by the Company’s Board of Directors.
A summary of the 2007 Plan, including a discussion of awards to our executive officers under the 2007 Plan, was provided in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 10, 2014 under the heading “Proposal Two – Approval of Amendment to Amended and Restated 2007 Stock Incentive Plan, as amended” and is incorporated herein by reference. A copy of the 2007 Plan, including all amendments, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a brief description and vote count of all items voted on at the Annual Meeting:
| (1) | The election of six directors to serve until the 2015 Annual Meeting of Stockholders; |
| (2) | The amendment of the 2007 Plan to increase the number of shares of common stock that may be issued thereunder from 1,400,000 to 1,600,000 shares, representing an increase of 200,000 shares; and |
| (3) | The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our registered public accounting firm for the year ending December 31, 2014. |
The proposals were approved by the following votes:
| Proposal #1: | For | Withheld | Broker Non-Vote |
|||||||||
| Election of Patricia Gallup |
20,625,266 | 3,873,001 | 1,322,439 | |||||||||
| Election of David Hall |
20,673,923 | 3,824,344 | 1,322,439 | |||||||||
| Election of Joseph Baute |
24,179,809 | 318,458 | 1,322,439 | |||||||||
| Election of David Beffa-Negrini |
20,747,084 | 3,751,183 | 1,322,439 | |||||||||
| Election of Barbara Duckett |
24,190,259 | 308,008 | 1,322,439 | |||||||||
| Election of Donald Weatherson |
24,190,047 | 308,220 | 1,322,439 | |||||||||
| Proposal #2: | For | Abstain | Against | Broker Non-Vote |
||||||||||||
| Amendment of the Company’s Amended and Restated 2007 Plan to increase the number of shares of common stock that may be issued thereunder from 1,400,000 to 1,600,000 shares, representing an increase of 200,000 shares; |
24,304,149 | 18,077 | 176,040 | 1,322,440 | ||||||||||||
| Proposal #3: | For | Abstain | Against | Broker Non-Vote |
||||||||||||
| Ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2014. |
25,669,886 | 39,490 | 111,330 | — | ||||||||||||
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1 | Amended and Restated 2007 Stock Incentive Plan, as amended |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PC Connection, Inc. | ||||||
| Date: May 27, 2014 | By: | /s/ JOSEPH DRISCOLL | ||||
| Joseph Driscoll | ||||||
| Senior Vice President, Treasurer, and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Amended and Restated 2007 Stock Incentive Plan, as amended | |