8-K-2013SubmissionofMatterstoaVoteofSecurityHoldersclean
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: July 31, 2013
(Date of earliest event reported)
CA, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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1-9247 (Commission File Number) | | 13-2857434 (IRS Employer Identification No.) |
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One CA Plaza Islandia, New York (Address of principal executive offices) | |
11749 (Zip Code) |
(800) 225-5224
(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 5.07 Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders of CA, Inc. (the “Company”) was held on July 31, 2013.
(b) The final voting results on the proposals presented at the meeting are set forth below.
1. Election of Directors:
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Shares For | Shares Against |
Abstentions | Broker Non-Votes |
Jens Alder | 368,469,813 |
| 2,479,323 |
| 966,954 |
| 26,508,725 |
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Raymond J. Bromark | 370,089,056 |
| 890,959 |
| 936,075 |
| 26,508,725 |
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Gary J. Fernandes | 367,897,471 |
| 3,075,191 |
| 943,428 |
| 26,508,725 |
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Michael P. Gregoire | 370,463,260 |
| 573,474 |
| 879,356 |
| 26,508,725 |
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Rohit Kapoor | 370,262,481 |
| 717,569 |
| 936,040 |
| 26,508,725 |
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Kay Koplovitz | 367,691,346 |
| 3,271,355 |
| 953,389 |
| 26,508,725 |
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Christopher B. Lofgren | 369,234,739 |
| 1,744,860 |
| 936,491 |
| 26,508,725 |
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Richard Sulpizio | 368,590,159 |
| 2,388,134 |
| 937,797 |
| 26,508,725 |
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Laura S. Unger | 369,222,089 |
| 1,770,967 |
| 923,034 |
| 26,508,725 |
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Arthur F. Weinbach | 370,188,128 |
| 803,174 |
| 924,788 |
| 26,508,725 |
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Renato (Ron) Zambonini | 370,214,783 |
| 769,796 |
| 931,511 |
| 26,508,725 |
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2. Proposal 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014:
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Shares For | Shares Against |
Abstentions | Broker Non-Votes |
Proposal 2 | 395,287,049 | 2,277,932 | 859,834 | 0 |
3. Proposal 3 – Approval, by non-binding vote, of the compensation of the Company’s Named Executive Officers:
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Shares For | Shares Against |
Abstentions | Broker Non-Votes |
Proposal 3 | 360,482,393 | 10,494,536 | 939,161 | 26,508,725 |
4. Proposal 4 – Ratification of Stockholder Protection Rights Agreement:
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Shares For | Shares Against | Abstentions | Broker Non-Votes |
Proposal 4 | 262,474,423 | 104,517,923 | 4,923,744 | 26,508,725 |
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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| CA, Inc. | |
Date: August 1, 2013 | By: | /s/ C.H.R. DuPree | |
| | C.H.R. DuPree | |
| | Senior Vice President, Corporate Governance, and Corporate Secretary | |
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