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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 12, 2011
CBIZ, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-32961   22-2769024
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)
     
6050 Oak Tree Boulevard, South, Suite 500
Cleveland, Ohio 		   
44131
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 216-447-9000
(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:
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
The annual meeting of stockholders of the Company was held on May 12, 2011. The following matters were voted on at the annual meeting:
1.   The stockholders elected all of management’s nominees for election as directors. The results of the vote taken were as follows:
                                 
Directors   For     Against     Abstain     Non Votes  
 
                                
Joseph S. DiMartino
     34,119,187       1,157,542       49,792       7,489,283  
 
                                
Richard C. Rochon
     34,118,778       1,164,945       42,798       7,489,283  
 
                                
Donald V. Weir
     34,626,173       657,650       42,698       7,489,283  
2.   The stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. The results of the vote taken were as follows:
         
For
     42,405,617  
 
        
Against
     336,805  
 
        
Abstain
     73,382  
3.   The stockholders approved, through a non-binding advisory vote, the compensation of the Company’s Named Executive Officers. The results of the vote taken were as follows:
         
For
     26,976,087  
 
        
Against
     8,282,651  
 
        
Abstain
     67,783  
 
        
Non Votes
     7,489,283  
4.   The stockholders approved, through a non-binding advisory vote, the proposal that the Company hold an advisory vote regarding the compensation of the Company’s Named Executive Officers on an annual basis. The results of the vote taken were as follows:
         
One Year
     33,679,038  
 
        
Two Years
     393,644  
 
        
Three Years
     1,164,264  
 
        
Abstain
     89,495  
 
        
Non Votes
     7,489,363  

 

 

 

5.   The stockholders approved the adoption of the proposed Amended and Restated CBIZ 2002 Stock Incentive Plan. The results of the vote taken were as follows:
         
For
     26,568,280  
 
        
Against
     8,635,265  
 
        
Abstain
     122,896  
 
        
Non Votes
     7,489,363  
6.   The stockholders approved the adoption of the proposed Amended and Restated CBIZ 2007 Employee Stock Purchase Plan. The results of the vote taken were as follows:
         
For
     34,946,624  
 
        
Against
     333,877  
 
        
Abstain
     45,940  
 
        
Non Votes
     7,489,363  
7.   The stockholders did not approve the adoption of the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize a class of preferred stock with a par value of $1.00, under which the Board of Directors would have the authority to issue up to 5,000,000 shares of preferred stock in accordance with the terms of the proposed amendment attached to the CBIZ 2011 Proxy Statement. The results of the vote taken were as follows:
         
For
     14,977,308  
 
        
Against
     20,313,672  
 
        
Abstain
     35,461  
 
        
Non Votes
     7,489,363  
8.   The stockholders approved the passage of such other business as may properly be brought at the 2011 Annual Meeting. The results of the vote taken were as follows:
         
For
     21,660,457  
 
        
Against
     20,622,261  
 
        
Abstain
     533,006  

 

 

 

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 hereunto duly authorized.
Dated: May 17, 2011
         
CBIZ, Inc.    
 
        
By:
  /s/ Michael W. Gleespen
 
Name: Michael W. Gleespen 		   
 
  Title: Corporate Secretary