form8-k.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): June 23, 2011

interclick, inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
  
001-34523
  
01-0692341
(State or other jurisdiction
  
(Commission File Number)
  
(IRS Employer
of incorporation)
      
Identification No.)
 
11 West 19th Street
10th Floor
New York, NY
  
10011
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (646) 722-6260


(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
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.

interclick, inc., a Delaware corporation (the “Company”), held its Annual Meeting of Shareholders on June 23, 2011 (the “Annual Meeting”).  A total of 21,360,029 shares of common stock, representing 87% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting as set forth in the Proxy Statement are as follows:

Proposal 1. All of the eight (8) nominees for director were elected to serve until the 2012 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death.  The result of the votes to elect the eight (8) directors was as follows:

DIRECTORS:
FOR
WITHHELD
ABSTAIN
BROKER NON-VOTE
Michael Brauser
16,189,965
966,811
N/A
4,203,253
Barry Honig
16,181,634
975,142
N/A
4,203,253
Brett Cravatt
17,022,028
134,748
N/A
4,203,253
David Hills
17,022,128
134,648
N/A
4,203,253
Frank Cotroneo
17,022,088
134,668
N/A
4,203,253
William Wise
17,022,128
134,648
N/A
4,203,253
Michael Mathews
17,033,986
122,790
N/A
4,203,253
Michael Katz
17,040,567
116,209
N/A
4,203,253

Proposal 2.   The appointment of J.H. Cohn LLP (“Cohn”) as the Company’s independent registered public accounting firm for fiscal 2011 was ratified and approved by the shareholders by the votes set forth in the table below:

FOR
AGAINST
ABSTAIN
20,568,639
781,649
9,741

There were no broker non-votes with respect to the appointment of Cohn.

Proposal 3.  The Company’s 2011 Equity Incentive Plan was  ratified and approved by the shareholders by the votes set forth in the table below:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
10,759,061
6,373,227
24,488
4,203,253

A copy of the Company’s 2011 Equity Incentive Stock Plan is being filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.
 
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 interclick, inc. 2011 Equity Incentive Stock Plan

 
 
 

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 thereunto duly authorized.

Date: June 27, 2011
 
 
interclick, inc.
     
 
By:
/s/ Roger Clark
   
Roger Clark
   
Chief Financial Officer 

 
 
 

Exhibit Index
 
Exhibit No.
  
Description
 
interclick, inc. 2011 Equity Incentive Stock Plan