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
August 5, 2014
Date of Report (Date of earliest event reported)
LOCAL
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34197 |
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33-0849123 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
7555 Irvine Center Drive
Irvine, California 92618
(Address of principal executive offices, zip code)
(949) 784-0800
(Registrants telephone number, including area code)
N/A
(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 issuer under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 August 5, 2014 the Registrant held its
2014 Annual Meeting of Stockholders. The following matters were submitted to a vote of stockholders:
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The election of one director as a Class I member of the Registrants Board of Directors for a three year term expiring in 2017; |
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The ratification of BDO USA, LLP as the Registrants independent registered public accounting firm for the fiscal year ending December 31, 2014; |
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The advisory vote on executive compensation disclosed in the Registrants proxy statement. |
As of the
record date of June 17 2012, there were 23,227,207 shares of Common Stock outstanding and entitled to vote at the meeting. The holders of 14,149,944 shares of Common Stock were represented in person or by proxy at the meeting, constituting
a quorum.
At the annual meeting, the director nominated was re-elected and the proposals noted above were all approved. The vote with respect to the
election of the director was as follows:
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Director |
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For |
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Withheld |
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Broker Non-Votes |
Norman K. Farra, Jr. |
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4,106,153 |
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406,494 |
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9,637,297 |
The vote with respect to the ratification of the appointment of BDO USA, LLP as the Registrants independent registered
public accounting firm for the fiscal year ending December 31, 2014 was as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
13,855,291 |
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54,338 |
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239,185 |
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0 |
The vote with respect to the advisory vote on executive compensation was as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
3,899,454 |
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534,851 |
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78,342 |
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9,637,297 |
On August 5, 2014, the Registrant issued a press release announcing the results of its 2014 Annual Meeting of
Stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Also on August 5, 2014, the Registrants board of directors announced the
composition of its standing committees going forward. John Rehfeld, David Hughes and John Payne will serve on the boards audit committee. Rehfeld and Payne will serve on the boards compensation committee and Rehfeld and Hughes will serve
on the boards nominating and corporate governance committee. Rehfeld will serve as chairman of each of these committees.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit 99.1 Press Release of
Local Corporation dated August 5, 2014.
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.
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LOCAL CORPORATION |
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Date: August 5, 2014 |
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By: |
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/s/ Kenneth Cragun |
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Kenneth Cragun |
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Chief Financial Officer and Secretary |
Exhibit Index
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Exhibit
Number |
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Description |
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99.1 |
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Press Release of Local Corporation dated August 5, 2014. |
Exhibit 99.1
Local Corporation Announces 2014 Annual Meeting Results
IRVINE, Calif., Aug. 5, 2014 Local Corporation (NASDAQ: LOCM), a leading local advertising technology company, today announced the
results of its 2014 Annual Meeting of Stockholders. The meeting was held earlier today in Irvine, Calif.
At the meeting, Local Corporation stockholders
elected Norman K. Farra, Jr. as a Class I member of the companys Board of Directors for a 3-year term expiring in 2017. The stockholders also ratified the appointment of BDO USA, LLP to serve as the companys independent registered public
accounting firm for the fiscal year ending Dec. 31, 2014. Additionally, the companys stockholders approved the advisory vote on executive compensation.
The company also announced the composition of its board committees going forward. John Rehfeld, David Hughes and John Payne will serve on the boards
audit committee. Rehfeld and Payne will serve on the boards compensation committee, and Rehfeld and Hughes will serve on the boards nominating and corporate governance committee. Rehfeld will serve as chairman of each of these
committees.
About Local Corporation
Local
Corporation (NASDAQ:LOCM) is a leading local advertising technology company that connects millions of online and mobile consumers with businesses and products through a variety of innovative digital advertising solutions. The companys patented
Krillion® local shopping platform aggregates, localizes and distributes dynamic, national and regional retail shopping content, from approximately 120,000 store locations, representing nearly
3 million localized products. For more information, visit: http://www.localcorporation.com or http://www.krillion.com. To download the companys iOS® 7-compatible
Havvit shopping app, go to: iTunes® (http://bit.ly/1d8Y111).
Forward
Looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks
and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as anticipate, plan, will, intend, believe or
expect or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties,
and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Key risks are described in the filings we make
with the U.S. Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason. Unless
otherwise stated, all site traffic and usage statistics are from third-party service providers engaged by the company. Traffic and our monetization of that traffic combine to determine our revenues for any given period. Our traffic volume alone for
a period should not be viewed as demonstrative of our financial results for such period.
IOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license.
###
Investor Relations Contact:
Kirsten Chapman
LHA
415-433-3777
local@lhai.com
Media Relations Contact:
Cameron Triebwasser
Local Corporation
949-789-5223
ctriebwasser@local.com
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