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DEMAND MEDIA INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 18, 2014



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

On June 12, 2014, Demand Media, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 84,630,271 shares were represented in person or by proxy, constituting approximately 93% of the Company's outstanding shares as of April 21, 2014, the record date for the Annual Meeting. At the Annual Meeting, the following six proposals were submitted to the stockholders and the Company's inspector of elections certified the vote tabulations indicated below. For more information about the proposals, please refer to the Company's proxy statement dated April 25, 2014.

Proposal 1 - Election of Directors.

The individuals listed below were each re-elected to serve on the Company's board of directors (the "Board") for a three-year term expiring at the Company's 2017 Annual Meeting of Stockholders, or until their respective successors are duly elected and qualified.

Nominees for Director For Withheld Broker Non-Votes John A. Hawkins 71,091,217 1,631,619 11,907,435 Joshua G. James 59,929,887 12,792,949 11,907,435 Victor E. Parker 71,091,257 1,631,579 11,907,435

Proposal 2 - Ratification of the Independent Registered Public Accounting Firm.



Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. This proposal was approved.

For Against Abstentions Broker Non-Votes 84,339,809 130,103 160,359 0



Proposal 3 - "Say-on-Pay" Vote.

Proposal 3 was a management proposal to adopt a non-binding resolution, on an advisory basis, to approve the Company's executive compensation for fiscal 2013, as described in the proxy materials. This proposal was approved.

For Against Abstentions Broker Non-Votes 65,253,873 7,311,523 157,440 11,907,435



Proposal 4 - Authorization of Reverse Stock Split.

Proposal 4 was a management proposal to authorize the Board, in its discretion, to effect a reverse stock split of the Company's common stock at a reverse stock split ratio of 1-for-5, 1-for-6, 1-for-7, 1-for-8, 1-for-9, 1-for-10, 1-for-11 or 1-for-12, with the ratio to be determined by the Board. This proposal was approved.

For Against Abstentions Broker Non-Votes 72,701,624 19,526 1,686 11,907,435



Proposal 5 - Approval of Corresponding Amendment to Amended and Restated Certificate of Incorporation.

Proposal 5 was a management proposal to approve a corresponding amendment to the Company's Amended and Restated Certificate of Incorporation to effect the reverse stock split and to reduce proportionately the total number of shares of common stock that the Company is authorized to issue, subject to the Board's authority to abandon such amendment. This proposal was approved.

For Against Abstentions Broker Non-Votes 72,702,310 18,986 1,540 11,907,435 2



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Proposal 6 - One-time Stock Option Adjustment.

Proposal 6 was a management proposal to approve a one-time adjustment to certain outstanding stock options in connection with the anticipated separation of the Company's domain name services business from its content and media business. This proposal was approved.

For Against Abstentions Broker Non-Votes 57,235,808 15,480,619 6,409 11,907,435 3



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Source: Edgar Glimpses


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