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ALLIANCE DATA SYSTEMS CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 6, 2014



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

On June 5, 2014, Alliance Data Systems Corporation's annual meeting of stockholders was held at the Company's corporate headquarters at 7500 Dallas Parkway, Suite 700, Plano, Texas 75024. A total of 48,948,006 shares of the Company's common stock were present or represented by proxy at the annual meeting, representing approximately 86.70%* of the Company's shares outstanding as of April 7, 2014, the record date set for the annual meeting (the "Record Date"). The matters voted on at the annual meeting and the results for each matter were as follows:

(a) Each of Bruce K. Anderson, Roger H. Ballou, Lawrence M. Benveniste, D. Keith Cobb, E. Linn Draper, Jr. and Kenneth R. Jensen was re-elected as a director of the Company to serve until the 2015 annual meeting of stockholders.

Bruce K. Anderson 44,819,655 For 1,410,030 Against 145,782 Abstain 2,572,539 Broker Non-Votes Roger H. Ballou 44,013,833 For 1,974,709 Against



386,925 Abstain

2,572,539 Broker Non-Votes

Lawrence M. Benveniste 45,625,839 For 603,828 Against 145,800 Abstain



2,572,539 Broker Non-Votes

D. Keith Cobb 45,526,855 For 702,842 Against 145,770 Abstain 2,572,539 Broker Non-Votes



*The percentage of votes for each matter was calculated based upon 56,459,462 shares of common stock outstanding as of the Record Date. The Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2014 reported 56,234,462 shares outstanding. The difference of 225,000 shares represents the number of shares repurchased by the Company pursuant to the stock repurchase plan approved by the Company's board of directors that had not settled as of the Record Date.

-------------------------------------------------------------------------------- E. Linn Draper, Jr. 45,810,669 For 419,083 Against 145,715 Abstain 2,572,539 Broker Non-Votes Kenneth R. Jensen 44,902,297 For 1,086,419 Against 386,751 Abstain 2,572,539 Broker Non-Votes



(b) Executive compensation was approved, on an advisory basis, by the Company's stockholders.

44,980,601 For 1,223,592 Against 171,274 Abstain 2,572,539 Broker Non-Votes



(c) The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014 was ratified by the Company's stockholders.

48,371,375 For 430,439 Against 146,192 Abstain 0 Broker Non-Votes



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