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): August 1, 2016

 

 

FLEETMATICS GROUP PLC

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-35678   98-1170810
(State or other jurisdiction
of incorporation) 		 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Block C, Cookstown Court

Belgard Road

Tallaght

Dublin 24

Ireland

 
(Address of principal executive offices)   (Zip Code)

+353 (1) 413 1250

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.

On August 1, 2016, Fleetmatics Group PLC (the “Company”) held its annual general meeting of shareholders (the “2016 Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2016. The final voting results are set forth below.

Proposal 1 – Re-Election of Directors

The shareholders re-elected each of the three persons named below to serve as a Class I director of the Company for a three-year term that expires at the Company’s annual general meeting of shareholders in 2019, subject to his earlier resignation or removal. The results of such vote were as follows:

 

Director Name

   Votes For      Votes Against      Abstentions      Broker Non-Votes      Percentage
of Votes in
Favor 		 

Vincent R. De Palma

     34,578,533         622,745         57,626         1,428,435         98.07 % 

Andrew G. Flett

     34,637,546         563,732         57,626         1,428,435         98.24 % 

Jack Noonan

     34,308,291         629,442         321,171         1,428,435         97.30 % 

Proposal 2 – Re-Appointment of Auditors and Authorizing Directors to Determine Their Remuneration

The shareholders re-appointed PricewaterhouseCoopers as the Company’s auditors for the fiscal year ending December 31, 2016 and authorized the Company’s directors to determine their remuneration. The results of such vote were as follows:

 

Votes For    Votes Against    Abstentions    Percentage
of Votes in Favor
36,598,944    28,971    59,424    99.76%

Proposal 3 –Advisory Vote to Recommend the Approval of the Company’s Executive Compensation

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the Company’s Proxy Statement for the 2016 Annual General Meeting. The results of such vote were as follows:

 

Votes For    Votes Against    Abstentions    Broker Non-Votes    Percentage
of Votes in Favor
34,347,854    837,717    73,333    1,428,435    97.42%

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.

 

Date: August 5, 2016     FLEETMATICS GROUP PLC
    By:  

/s/ Stephen Lifshatz

    Name:   Stephen Lifshatz
    Title:   Chief Financial Officer
     

Chief Accounting Officer

(Principal Financial Officer and

Principal Accounting Officer)

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