8-K

 

 

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 26, 2012

 

 

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 5.07 Submission of Matters to a Vote of Security Holders.

The 2012 Annual Meeting of Shareholders of Convergys Corporation (the “Company”) was held on April 26, 2012. 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 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  

John F. Barrett

     95,181,694         1,694,908   

Jeffrey H. Fox

     95,316,651         1,559,951   

Joseph E. Gibbs

     82,032,385         14,844,217   

Joan E. Herman

     87,959,167         8,917,435   

Ronald L. Nelson

     89,347,953         7,528,649   

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 2012. The voting results were as follows:

 

For

 

Against

 

Abstain

104,929,014

  1,295,751   114,527

Proposal 3

The shareholders approved the Convergys Corporation Annual Executive Incentive Plan, as amended and restated effective February 2, 2012. The voting results were as follows:

 

For

 

Against

 

Abstain

91,897,130

  4,596,216   383,256

Proposal 4

The shareholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

 

For

 

Against

 

Abstain

77,082,873

  19,345,081   448,648


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: April 30, 2012