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ULTIMATE SOFTWARE GROUP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 19, 2014



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

The Ultimate Software Group, Inc. ("Ultimate") held its 2014 Annual Meeting on May 19, 2014. The principal business of the meeting was (i) to elect two directors to serve until the 2017 Annual Meeting of stockholders or until their successors are duly elected and qualified; (ii) to ratify the appointment of KPMG LLP as Ultimate's independent registered public accounting firm for the fiscal year ending December 31, 2014; and (iii) to approve by non-binding advisory vote the compensation paid to Ultimate's named executive officers. The final voting results for each of the proposals submitted to a vote are below.

(i) The names of the nominees for directors whose term expired at the 2014 Annual Meeting and who were elected at the 2014 Annual Meeting to serve as directors until the 2017 Annual Meeting of stockholders are as follows:

Nominee Shares For Shares Against Shares Abstain Non Votes



LeRoy A. Vander Putten 24,716,473 1,405,719 205,409 2,104,867 Robert A. Yanover 24,253,820 1,868,442 205,339 2,104,867

(ii) The results of the vote to ratify the appointment of KPMG LLP as Ultimate's independent registered public accounting firm for the fiscal year ending December 31, 2014 are as follows:

Shares For Shares Against Shares Abstain Non Votes 27,985,289 414,553 32,626 -



(iii) The results of the non-binding advisory vote to approve the compensation paid to Ultimate's named executive officers are as follows:

Shares For Shares Against Shares Abstain Non Votes 22,444,734 3,850,074 32,793 2,104,867


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Source: Edgar Glimpses


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