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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): May 5, 2011
 
Commission file number 001-32511
 
IHS INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
13‑3769440
(I.R.S. Employer
Identification Number)
 
15 Inverness Way East
Englewood, CO 80112
(Address of principal executive offices)
(303) 790‑0600
(Registrant's telephone number, including area code)
 
Former name or former address, if changed since last report: Not Applicable
______________________
 
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.
 
On May 5, 2011, IHS Inc (the “Company”) held its Annual Meeting of Shareholders in New York City, New York. At that meeting, the shareholders considered and acted upon six proposals pursuant to the Notice of Annual Meeting and as described in more detail in the Company’s definitive proxy statement dated March 23, 2011. Of 64,838,960 shares eligible to vote as of the Record Date, March 7, 2011, the holders of record of 61,487,763 shares were present at the meeting either in person or by proxy.
 

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Proposal No. 1: Election of Directors. By the vote described below, the shareholders elected the following individuals as directors for three-year terms:
Director
 
For
 
Withhold
Jerre L. Stead
 
56,145,254
 
 
3,846,163
 
C. Michael Armstrong
 
50,473,015
 
 
9,518,402
 
Balakrishnan S. Iyer
 
55,926,918
 
 
4,064,499
 
Brian H. Hall
 
59,514,635
 
 
476,782
 
 
 
Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accountants. By the vote described below, the shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accountants:
 
 
For
 
Against
 
Abstain
Proposal 2
 
58,539,456
 
 
2,946,393
 
 
1,544
 
 
 
Proposal No. 3: Approval of the Amendment and Restatement of the IHS Inc. 2004 Long-Term Incentive Plan. By the vote described below, the shareholders approved the material terms providing for performance-based compensation under the Plan for purposes of Section 162(m), the increase of the annual limit on covered employee compensation from $1.2 million to $2 million, and the extension of the expiration date of the Plan from November 30, 2014, to November 30, 2018:
 
 
For
 
Against
 
Abstain
Proposal 3
 
47,814,838
 
 
10,734,842
 
 
1,441,736
 
 
 
Proposal No. 4: Approval for an Increase in the Number of Shares Available for Issuance under the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan. By the vote described below, the shareholders approved an increase to the number of shares issuable under the Plan by 3,500,000 shares:
 
 
For
 
Against
 
Abstain
Proposal 4
 
43,802,566
 
 
14,747,096
 
 
1,442,754
 
 
 
Proposal No. 5: Advisory Vote on Executive Compensation. By the vote described below, the shareholders approved (on an advisory, nonbinding basis) the compensation of our named executive officers as disclosed in the proxy statement:
 
 
For
 
Against
 
Abstain
Proposal 5
 
58,098,187
 
 
1,883,816
 
 
9,413
 
 
 

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Proposal No. 6: Advisory Vote on the Frequency of Executive Compensation Advisory Vote. By the vote described below, the shareholders elected to advise the Company to seek an advisory vote on the compensation of named executive officers every year (annually):
 
 
1 year
 
2 years
 
3 years
 
Abstain
Proposal 6
 
55,522,935
 
 
96,469
 
 
4,343,219
 
 
29,172
 
 
 

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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.
 
 
IHS INC.
 
 
 
Date: May 6, 2011
By:
/s/ Stephen Green
 
 
Stephen Green
 
 
General Counsel and Secretary
 
 
 
 

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