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 8, 2012

 

 

Angie’s List, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35339   27-2440197

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1030 E. Washington Street

Indianapolis, IN 46202

(Address of principal executive offices, including zip code)

(888) 888-5478

(Registrant’s telephone number, including area code)

Not Applicable

(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:

 

¨ 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 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders (the “Meeting”) of Angie’s List, Inc. (“Angie’s List” or the “Company”) was held on May 8, 2012. 49,836,182 shares of Angie’s List common stock were present at the Meeting, representing 87.35% of a total of 57,053,281 shares of common stock outstanding and eligible to vote at such time.

 

  1. With respect to the election of the three Class I director nominees as directors of Angie’s List:

 

    

For

    

Withheld

    

Non Votes

 

William S. Oesterle

     49,426,854         34,664         374,664   

John H. Chuang

     49,059,570         401,948         374,664   

Roger H. Lee

     47,783,791         1,677,727         374,664   

 

  2. With respect to the ratification of the appointment of Ernst & Young, LLP as the independent registered public accounting firm of Angie’s List, Inc for the fiscal year ending December 31, 2012:

 

For

 

Against

 

Abstain

49,826,140

  9,603   439

 

  3. With respect to the advisory vote to approve executive compensation:

 

For

 

Against

 

Abstain

 

Non Votes

48,118,019

  35,306   1,308,193   374,664

 

  4. With respect to the advisory vote on the frequency of stockholder advisory vote on executive compensation:

 

3 Years

 

2 Years

 

1 Year

 

Abstain

 

Non Votes

445,904

  1,266   42,497,793   6,516,555   374,664

 

  5. With respect to the approval of the Internal Revenue Code Section 162(m) performance criteria and award limits of the Company’s Amended and Restated Omnibus Incentive Plan:

 

For

 

Against

 

Abstain

 

Non Votes

36,747,846

  9,670,986   3,042,686   374,664

Angie’s List will include a stockholder advisory vote on the compensation of executives in its proxy materials every year until the next required advisory vote on the frequency of the executive compensation vote.


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.

Dated: May 11, 2012

 

ANGIE’S LIST, INC.

/s/ Shannon M. Shaw

By:   Shannon M. Shaw
Its:   General Counsel