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 17, 2012
The Dolan Company
(Exact name of registrant as specified in its Charter)
| Delaware | 001-33603 | 43-2004527 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 222 South Ninth Street, Suite 2300 Minneapolis, Minnesota |
55402 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(612) 317-9420
(Registrant’s telephone number, including area code)
None
(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
On May 17, 2012, we held an annual meeting of stockholders, where the stockholders holding 90.82% of our outstanding shares of common stock were present in person or by proxy. At the annual meeting, the stockholders voted upon (1) the election of Anton J. Christianson and Bill L. Fairfield as Class II Directors to serve until our 2015 annual meeting of stockholders; (2) non-binding advisory vote on executive officer compensation; and (3) the ratification of the appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2012. Anton J. Christianson and Bill L. Fairfield each were re-elected to serve as our directors. The other two proposals also passed. In particular, the proposals received the following votes:
| Proposal 1: | The election of Anton J. Christian and Bill L. Fairfield as Class II Directors to serve until our 2015 annual meeting of stockholders. |
| For | Withheld | Broker Non-Votes | ||||||||||
| Anton J. Christianson |
23,715,358 | 2,676,628 | 1,377,637 | |||||||||
| Bill L. Fairfield |
26,073,253 | 318,733 | 1,377,637 | |||||||||
| Proposal 2: | Non-binding advisory vote on executive officer compensation. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 25,876,807 | 358,976 | 156,203 | 1,377,637 |
| Proposal 3: | The ratification of the appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2012. |
| For |
Against |
Abstain | ||
| 26,063,836 |
1,705,767 | 20 |
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.
| THE DOLAN COMPANY | ||||||
| By: | /s/ Vicki J. Duncomb | |||||
| Name: Vicki J. Duncomb | ||||||
| Its: Vice President and Chief Financial Officer | ||||||
Dated: May 18, 2012