Edgar Filing: ModusLink Global Solutions Inc

Votes For

Votes Against

Abstentions

Broker Non-Votes

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): December 9, 2014

ModusLink Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35319

04-2921333

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

1601 Trapelo Road, Suite 170

Waltham, Massachusetts

02451

(Address of principal executive offices)

(Zip Code)

(781) 663-5000

(Registrant’s telephone number, including area code)

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 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of ModusLink Global Solutions, Inc. (the “Company”) was held pursuant to notice at The Beverly Wilshire Hotel, 9500 Wilshire Boulevard, Beverly Hills, California, on December 9, 2014. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

Proposal 1 – Election of Class III directors.


Name	Votes For		Votes Withheld		Broker Non-Votes

Jeffrey J. Fenton		29,374,728		2,353,375		11,435,908

Jeffrey S. Wald		29,374,738		2,353,365		11,435,908

Mr. Fenton and Mr. Wald have each been elected to hold office until the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

Proposal 2 – To amend the Company’s Restated Certificate of Incorporation to declassify the Board of Directors. The Company’s Restated Certificate of Incorporation provides that any amendment to Article Seventh may only be approved by the affirmative vote of seventy-five percent (75%) of the Company’s outstanding voting stock. As the “votes for” constituted 57.95% of the Company’s outstanding voting stock entitled to notice of and to vote at the Annual Meeting, the proposal did not meet the required threshold. Proposal 2 was not approved as a result of the following vote:

Proposal 3 – To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers. Proposal 3 was approved by the following vote:

Proposal 4 – To approve the amendment of the Company’s Restated Certificate of Incorporation to effect a reverse stock split followed by a forward stock split. Proposal 4 was approved as a result of the following vote:

Proposal 5 – To approve the NOL Protective Amendment to the Company’s Restated Certificate of Incorporation. Proposal 5 was approved as a result of the following vote:

Proposal 6 – To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the current fiscal year. Proposal 6 was approved as a result of the following vote:

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.