Form 8-K
Table of Contents

 

 

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 10, 2017

 

 

THE DUN & BRADSTREET CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-15967   22-3725387

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

103 JFK Parkway, Short Hills, NJ   07078
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:    (973) 921-5500

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐            

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

Item 5.07 Submission of Matters to a Vote of Security Holders

     1  

SIGNATURES

     3  

Item 5.07. Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Shareholders was held on May 10, 2017. At such meeting, 32,998,481 shares of our common stock were represented in person or by proxy, which was equal to 89.43% of the issued and outstanding shares entitled to vote at the meeting.

The matters voted upon and the final results of the vote were as follows:

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The nine directors listed below were elected to one-year terms, which will expire at the 2018 Annual Meeting of Shareholders.

 

     Number of Shares

Nominee

   For    Against    Abstain

Robert P. Carrigan

       30,083,086        738,014        183,351

Cindy Christy

       30,224,842        758,116        21,493

L. Gordon Crovitz

       29,787,804        1,194,517        22,130

James N. Fernandez

       30,397,981        583,722        22,748

Paul R. Garcia

       30,183,263        783,595        37,593

Anastassia Lauterbach

       30,605,048        362,314        37,089

Thomas J. Manning

       30,380,261        600,425        23,765

Randall D. Mott

       30,614,770        367,195        22,486

Judith A. Reinsdorf

       30,228,019        753,836        22,596

There were 1,994,030 Broker Non-Votes on Proposal No. 1 relating to each director.

 

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017 was ratified as follows: 32,582,237 voted in favor; 362,549 voted against; and 53,695 abstained.

There were no Broker Non-Votes on Proposal No. 2.

PROPOSAL NO. 3

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION (SAY ON PAY)

The advisory vote on executive compensation as disclosed in the proxy materials for our Annual Meeting of Shareholders was approved as follows: 28,769,581 voted in favor; 2,149,980 voted against; and 84,890 abstained.

There were 1,994,030 Broker Non-Votes on Proposal No. 3.

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY VOTING

For the advisory vote on how frequently the Company should hold an advisory vote on executive compensation (Say on Pay), shareholders could elect to have Say on Pay voting from one of four choices: annually, every two years, every three years, or shareholders could also have elected to abstain from voting. The voting was as follows:

 

One Year   Two Years   Three Years   Abstain
28,211,037   59,548   2,664,713   69,153

There were no Broker Non-Votes on Proposal No. 4.

Consistent with the advisory recommendation by the Company’s shareholders at the Annual Meeting, the Company will include an advisory shareholder vote on the compensation of executives in its proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of executives.

 

 

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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 Dun & Bradstreet Corporation
By:   /s/ Kristin R. Kaldor
 

Kristin R. Kaldor

Assistant General Counsel and Corporate Secretary

 

 

DATE: May 15, 2017

 

 

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