Current Report

 

 

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): April 27, 2011

 

 

CONVERGYS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   1-4379   31-1598292

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

201 East Fourth Street

Cincinnati, Ohio

  45202
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (513) 723-7000

 

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 3.03 Material Modifications to Rights of Security Holders.

As reported below, at the 2011 Annual Meeting of Shareholders, the shareholders approved an amendment to Section 6 of Article II of the Amended and Restated Code of Regulations of Convergys Corporation to provide that the election of directors in uncontested elections would be by majority vote. A copy of the Amended and Restated Code of Regulations, as amended, is filed as Exhibit 3.1 to this Form 8-K and is incorporated in this Item 3.03 by reference.

 

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

The 2011 Annual Meeting of Shareholders of Convergys Corporation (the “Company”) was held on April 27, 2011. The final voting results for each of the proposals submitted for a vote of the shareholders are set forth below.

Proposal 1

The shareholders elected each of the nominees for Class I Directors as directors to serve until the next annual meeting of shareholders and until their successor is elected. The voting results were as follows:

 

Nominee

   For      Withhold      Broker Non-Votes  

Jeffrey H. Fox

     100,772,206         1,864,702         10,573,423   

Ronald L. Nelson

     95,917,138         6,719,770         10,573,423   

Beginning with the 2013 annual meeting of shareholders, all directors will be elected annually.

Proposal 2

The shareholders approved the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2011. The voting results were as follows:

 

For

  Against     Abstain     Broker Non-Votes  
111,412,794     1,717,193        80,344        0   

Proposal 3

The shareholders approved an amendment to Section 6 of Article II of the Company’s Amended and Restated Code of Regulations to allow for a majority voting standard in uncontested elections of directors. The voting results were as follows:

 

For

  Against     Abstain     Broker Non-Votes  
111,319,105     1,452,392        438,834        0   

A copy of the Amended and Restated Code of Regulations, as amended, is filed herewith as Exhibit 3.1.

Proposal 4

The shareholders approved the advisory vote on executive compensation. The voting results were as follows:

 

For

  Against     Abstain     Broker Non-Votes  
86,382,205     15,728,950        525,753        10,573,423   

Proposal 5

The shareholders voted as follows on the advisory vote on the frequency of holding the advisory vote on executive compensation:

 

Every Year

 

Every 2 Years

 

Every 3 Years

 

Abstain

 

Broker Non-Votes

90,379,331   274,429   11,391,543   591,605   10,573,423

In light of the voting results, the Board of Directors has decided that the advisory vote on executive compensation will be held every year until the next required advisory vote on the frequency of holding the advisory vote on executive compensation.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1    Amended and Restated Code of Regulations, as amended, of Convergys Corporation


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.

 

CONVERGYS CORPORATION
By:   /s/    Julia A. Houston
 

Julia A. Houston

Senior Vice President, General Counsel

and Corporate Secretary

Date: May 2, 2011


Exhibit Index

 

Exhibit No.

  

Exhibit

3.1    Amended and Restated Code of Regulations, as amended, of Convergys Corporation