8K - 2015 Shareholder Vote



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): April 8, 2015

Commission file number 001-32511
______________________

IHS INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
13‑3769440
(I.R.S. Employer
Identification Number)

15 Inverness Way East
Englewood, CO 80112
(Address of principal executive offices)
(300) 790-0600

(Registrant's telephone number, including area code)

Former name or former address, if changed since last report: Not Applicable
______________________

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR  240.13e-4(c))


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

On April 8, 2015, IHS Inc. (the “Company” or “we” or “us” or “our”) held its Annual Meeting of Stockholders in Englewood, Colorado. At that meeting, the stockholders considered and acted upon three proposals pursuant to the Notice of Annual Meeting of Stockholders and as described in more detail in the Company’s definitive proxy statement dated February 25, 2015 (the "Proxy Statement"). Of 68,782,864 shares eligible to vote as of February 13, 2015 (the "Record Date"), the holders of record of 61,677,374 shares were present at the meeting either in person or by proxy.





Proposal No. 1: Election of Directors. By the vote described below, the stockholders elected the following individuals as directors for three-year terms ending in 2018:

Director
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Ruann F. Ernst
 
57,510,019
 
802,817
 
831,549
 
2,532,989
Christoph von Grolman
 
57,448,389
 
471,496
 
1,224,500
 
2,532,989
Richard W. Roedel
 
57,736,387
 
572,550
 
835,448
 
2,532,989


Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accountants. By the vote described below, the stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accountants:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
60,536,288
 
1,132,566
 
8,520
 
N/A


Proposal No. 3: Advisory Vote to Approve Executive Compensation. By the vote described below, the stockholders approved (on an advisory, nonbinding basis) the compensation of our named executive officers as disclosed in the proxy statement:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
50,484,150
 
8,480,457
 
179,778
 
2,532,989

As approved by our stockholders at our 2011 Annual Meeting, and as approved by our Board of Directors, we will continue holding this advisory vote on an annual basis until the next required advisory vote on the frequency of such stockholder votes on executive compensation.

SIGNATURES

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 thereunto duly authorized.


 
IHS INC.
 
 
 
Date: April 13, 2015
By:
/s/ Stephen Green
 
 
Stephen Green
 
 
Executive Vice President, Legal and Corporate Secretary