tcx20140915_8k.htm

 

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): September 9, 2014

 

TUCOWS INC.

(Exact Name of Registrant Specified in Charter)

 

 

Pennsylvania

(State or Other

Jurisdiction of

Incorporation)

 

0-28284

(Commission File

Number)

 

23-2707366

(I.R.S. Employer

Identification No.)

 

   
   

96 Mowat Avenue, Toronto, Ontario, Canada, Suite 200

   

M6K 3M1

(Address of Principal Executive Offices)     (Zip Code)

            

                      

 

Registrant’s telephone number, including area code: (416) 535-0123

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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.

 

Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 9, 2014. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 29, 2014, were voted on at the Annual Meeting. The results of such voting are as indicated below.

 

1. Election of Directors

 

The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2015 Annual Meeting of Shareholders.

 

Director

 

For

 

Authority Withheld

 

Broker Non-Votes

 

Allen Karp

 

4,683,374

 

128,952

 

3,052,144

 

Elliot Noss

 

4,665,508

 

146,818

 

3,052,144

 

Erez Gissin

 

4,683,701

 

128,625

 

3,052,144

 

Jeffrey Schwartz

 

4,681,903

 

130,423

 

3,052,144

 

Joichi Ito

 

4,035,358

 

776,968

 

3,052,144

 

Rawleigh Ralls

 

4,683,676

 

128,650

 

3,052,144

 

 

2. Ratification of Appointment of Independent Auditors

 

The Company’s shareholders voted upon and ratified the appointment of KPMG LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2014. 

 

 For

 

Against

 

Abstain

 

7,003,794

 

134,350

 

726,326

 

 

3. Non-Binding Advisory Vote on the Compensation of Named Executive Officers

 

The Company’s shareholders voted upon and approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 

 For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,300,000

 

110,000

 

400,000

 

3,052,144

 

 

4. Non-Binding Advisory Vote on the Frequency of Non-Binding Advisory Vote on the Compensation of Named Executive Officers

 

The Company’s shareholders voted upon and recommended, on a non-binding advisory basis, that a shareholder non-binding advisory vote on the compensation of the Company’s named executive officers should occur every three years.

 

 1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker

Non-Votes

 

1,800,000

 

53,000

 

2,500,000

 

350,000

 

3,052,144

 

 

 
 

 

 

SIGNATURE

 

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.

 

TUCOWS INC.

 

By:

/s/ Michael Cooperman

 

Michael Cooperman

 

Chief Financial Officer

 

 

 

 

Dated: September 15, 2014