Form 8-K

 

 

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 5, 2011

 

 

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-10991   38-2760940

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

19975 Victor Parkway, Livonia, MI   48152
(Address of Principal Executive Offices)   (Zip Code)

(734) 591-3000

Registrant’s Telephone Number, Including Area Code

 

 

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:

 

¨ 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))

 

 

 


Items to be Included in this Report

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

(a) Valassis Communications, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 5, 2011.

 

(b) Stockholders voted on the matters set forth below:

1. The nominees for election to the Board of Directors were elected, until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, based upon the following votes:

 

Nominee    Votes For      Votes Against      Abstentions      Broker Non-Votes  

Joseph B. Anderson, Jr.

     43,084,873         807,621         262,266         2,277,363   

Patrick F. Brennan

     37,874,916         6,016,674         263,169         2,277,363   

Kenneth V. Darish

     43,736,533         154,957         263,269         2,277,363   

Dr. Walter H. Ku

     37,481,501         6,410,086         263,173         2,277,363   

Robert L. Recchia

     41,793,822         2,097,763         263,175         2,277,363   

Thomas J. Reddin

     37,579,599         6,311,892         263,269         2,277,363   

Alan F. Schultz

     43,161,180         730,447         263,133         2,277,363   

Wallace S. Snyder

     40,623,419         3,268,172         263,169         2,277,363   

Ambassador Faith Whittlesey

     43,385,016         505,482         264,261         2,277,363   

2. The proposal to approve an amendment to the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan to increase the number of shares available for issuance under the plan was not approved based on the following votes:

 

Votes for

     19,940,527   

Votes against

     23,420,195   

Abstentions

     794,037   

Broker Non-Votes

     2,277,363   

3. The proposal to approve, on an advisory basis, the compensation of our named executive officers was approved based upon the following votes:

 

Votes for

     40,991,388   

Votes against

     809,824   

Abstentions

     2,353,547   

Broker Non-Votes

     2,277,363   

4. The proposal to act, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers received the following votes:

 

For 3 Years

     13,795,403   

For 2 Years

     161,660   

For 1 Year

     29,928,212   

Abstentions

     269,483   

Broker Non-Votes

     2,277,363   

See Item 5.07(d) below.

5. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011 was approved based upon the following votes:

 

Votes for

     45,805,050   

Votes against

     354,815   

Abstentions

     272,257   

There were no broker non-votes for this item


6. The proposal to approve any adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the foregoing proposals if there were not sufficient votes for those proposals was approved based upon the following votes:

 

Votes for

     31,876,265   

Votes against

     13,334,045   

Abstentions

     1,221,812   
There were no broker non-votes for this item   

(c) Not applicable.

(d) Based on the results set forth in item (b)(4) above, the Company’s Board of Directors has determined that advisory votes on the compensation of our named executive officers will be submitted to stockholders on an annual basis.

Item 7.01. Regulation FD Disclosure

On May 9, 2011, the Company issued a press release (the “Press Release”) announcing that the Company’s Board of Directors approved an increase to its stock repurchase program authorization by 6 million shares of its common stock. This new authorization, coupled with the remainder of the prior authorization, brings the total shares that can be repurchased from time to time in open market or privately negotiated transactions under the stock repurchase program to approximately 8.3 million shares as of May 9, 2011. Furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Press Release.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release of Valassis Communications, Inc., dated May 9, 2011.


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.

 

        VALASSIS COMMUNICATIONS, INC.
    By:  

/s/ Todd Wiseley

Date: May 10, 2011     Name:   Todd Wiseley
    Title:  

General Counsel, Senior Vice President,

Administration and Secretary


Exhibit Index

 

Exhibit

No.

   Description
99.1    Press release of Valassis Communications, Inc., dated May 9, 2011.