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): May 17, 2011
The Dolan Company
(Exact name of registrant as specified in its charter)
         
Delaware   001-33603   43-2004527
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota
   
55402
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (612) 317-9420
None
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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 May 17, 2011, we held an annual meeting of stockholders, where the stockholders holding 85.2% of our outstanding shares of common stock were present in person or by proxy. At the annual meeting, the stockholders voted upon (1) the election of Arthur F. Kingsbury, Lauren Rich Fine, and Gary H. Stern as Class I Directors to serve until our 2014 annual meeting of stockholders; (2) non-binding advisory vote on executive officer compensation; (3) non-binding advisory vote on frequency of the advisory vote to approve our executive officers compensation; and (4) the ratification of the appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2011. Each of Arthur F. Kingsbury, Lauren Rich Fine, and Gary H. Stern were re-elected to serve as our directors. The other three proposals also passed. In particular, the proposals received the following votes:
Proposal 1:   The election of Arthur F. Kingsbury, Lauren Rich Fine, and Gary H. Stern as Class I Directors to serve until our 2014 annual meeting of stockholders.
                         
    For     Withheld     Broker Non-Votes  
Arthur F. Kingsbury
    23,619,989       120,958       2,135,442  
Lauren Rich Fine
    23,619,037       121,910       2,135,442  
Gary H. Stern
    23,614,475       126,472       2,135,442  
Proposal 2:   Non-binding advisory vote on executive officer compensation.
             
For   Against   Abstain   Broker Non-Votes
 
           
23,645,812   63,947   31,188   2,135,442
Proposal 3:   Non-binding advisory vote on frequency of the advisory vote to approve our executive officers compensation.
                 
1 year   2 years   3 years   Abstain   Broker Non-Votes
19,953,490   8,215   3,641,969   137,273   2,135,442
A majority of the votes cast by stockholders voted, on a non-binding advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our stockholders, our Board of Directors has decided that it will include an advisory stockholder vote on executive compensation in the Company’s proxy materials every year until the next required advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 4:   The ratification of the appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2011.
         
For   Against   Abstain
         
25,725,635   143,128   7,626

 

 


 

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.
         
  THE DOLAN COMPANY
 
 
  By:   /s/ Vicki J. Duncomb    
    Name:   Vicki J. Duncomb   
    Its: Vice President and Chief Financial Officer   
Dated: May 20, 2011