8-K Voting Results 6-5-2015



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): June 5, 2015


 
TIME INC.
(Exact Name of Registrant as Specified in its Charter)

 
 
 
 
Delaware
001-36218
13-3486363
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
1271 Avenue of the Americas
New York, NY 10020
(Address of Principal Executive Offices) (Zip Code)
 
(212)  522-1212
(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 (see General Instruction A.2 below):

[ ] 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2015, at the annual meeting of stockholders (the “Annual Meeting”) of Time Inc. (the “Company”), the Company’s stockholders reapproved the Time Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”). The Plan was originally approved by the Company’s sole stockholder, Time Warner Inc., prior to the spin-off of the Company from Time Warner. A description of the Plan is set forth in the Company’s 2015 Proxy Statement (the “2015 Proxy Statement”) filed with the Securities and Exchange Commission on April 21, 2015 under the caption “Proposal No. 5: Reapproval of the Time Inc. 2014 Omnibus Incentive Compensation Plan,” and is incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the full text of such plan, which was included as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2014, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 5, 2015. At the Annual Meeting, the stockholders:
 
•    elected all ten Director nominees named in the 2015 Proxy Statement to the Company’s Board of Directors;
•    ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015;
•    approved, on an advisory basis, the compensation of the Company’s executive officers named in the 2015 Proxy Statement;
•    approved, on an advisory basis, one year as the frequency for advisory votes on executive compensation; and
•    reapproved the Plan.
The final results of the voting were as follows:
Proposal No. 1: Election of Directors
 
For
Against
Abstain
Broker Non-Votes
Joseph A. Ripp
91,006,220
4,407,160
128,442
6,972,342
David A. Bell
95,350,316
164,135
27,371
6,972,342
John M. Fahey, Jr.
91,478,298
4,034,962
28,562
6,972,342
Manuel A. Fernandez
91,408,078
4,105,368
28,376
6,972,342
Dennis J. FitzSimons
95,403,745
110,975
27,102
6,972,342
Betsy D. Holden
95,072,847
445,426
23,549
6,972,342
Kay Koplovitz
91,421,709
4,094,614
25,499
6,972,342
J. Randall MacDonald
88,349,182
7,165,533
27,107
6,972,342
Ronald S. Rolfe
95,269,372
246,732
25,718
6,972,342
Sir Howard Stringer
91,473,330
4,043,724
24,768
6,972,342
Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm
For
Against
Abstain
102,302,159
168,110
43,895
Proposal No. 3: Advisory Vote to Approve Executive Compensation
For
Against
Abstain
Broker Non-Votes
89,574,823
5,896,133
70,866
6,972,342
Proposal No. 4: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
87,482,371
47,566
7,938,179
73,706
6,972,342
Proposal No. 5: Reapproval of the Time Inc. 2014 Omnibus Incentive Compensation Plan
For
Against
Abstain
Broker Non-Votes
93,610,278
1,217,542
714,002
6,972,342



Item 9.01. Financial Statements and Exhibits.
 
 
Exhibit
Description
10.1
Time Inc. 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2014)



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.

TIME INC.
(Registrant)
 
 
By:
/s/ Lawrence A. Jacobs
 
Lawrence A. Jacobs
 
Executive Vice President, General Counsel and Corporate Secretary
Date:  June 8, 2015