8-K 2014 Annual Meeting Results


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 24, 2014
Diebold, Incorporated
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
Ohio
 
1-4879
 
34-0183970
 
 
 
 
 
(State or other jurisdiction
 
of incorporation)
 
(Commission
 
File Number)
 
(I.R.S. Employer
 
Identification No.)
 
 
 
 
 
5995 Mayfair Road, P.O. Box 3077,
 
North Canton, Ohio
 
 
 
44720-8077
 
 
 
 
 
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant's telephone number, including area code: (330) 490-4000
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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


At the 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Diebold, Incorporated (the “Company”) held on April 24, 2014, the Company's shareholders approved the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan (the “ESPP”), which permits eligible employees to acquire or increase a proprietary interest in the Company through the purchase of common shares of the Company. The Company's Board of Directors (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”) previously approved the ESPP, subject to shareholder approval. The Company's executive officers are eligible to participate in the ESPP.

The aggregate number of common shares that may be issued under the ESPP is 3,000,000, subject to proportionate adjustment in the event of a stock dividend or by reason of subdivision, stock split, reverse stock split, recapitalization, reorganization, combination, reclassification of shares or other similar change in the capital structure of the Company. Shares issued under the ESPP may be treasury shares, shares purchased on the open market, or otherwise.

At the Annual Meeting, the Company's shareholders also approved the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan (the “Amended and Restated 1991 Plan”), in order to, among other items, increase the number of common shares available for issuance under the plan by 3,831,252 shares to 17,096,565 shares, and extend the term of the plan by ten years. The Board and the Compensation Committee previously approved the Amended and Restated 1991 Plan, subject to shareholder approval. The Company's executive officers are eligible to participate in the Amended and Restated 1991 Plan.

The Amended and Restated 1991 Plan provides for a variety of compensatory awards designed to advance the Company’s long-term interests by encouraging stock ownership among its key employees, including options, appreciation rights, restricted shares, deferred shares, performance shares and performance units.  

The foregoing summaries are qualified by reference to the full text of the ESPP and the Amended and Restated 1991 Plan, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
 
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Company’s shareholders (1) elected each of the Board’s twelve (12) nominees for director to serve one-year terms or until the election and qualification of a successor; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2014; (3) approved, on an advisory basis, named executive officer compensation; (4) approved the ESPP; and (5) approved the Amended and Restated 1991 Plan. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A dated March 13, 2014.

Set forth below are the final voting results for each proposal:

Proposal No. 1:Election of twelve (12) directors
 
 
For
 
 
Withhold
 
 
Broker Non-Votes
 
Patrick W. Allender
34,902,741
18,394,344
6,623,404
Roberto Artavia
37,333,553
15,966,532
6,623,404
Bruce L. Byrnes
31,599,531
21,697,554
6,623,404
Phillip R. Cox
52,207,772
1,089,313
6,623,404
Richard L. Crandall
52,685,393
611,692
6,623,404
Gale S. Fitzgerald
52,621,979
675,106
6,623,404
Gary G. Greenfield
52,810,608
486,477
6,623,404
Andreas W. Mattes
52,794,227
502,858
6,623,404
Robert S. Prather, Jr.
42,406,071
10,891,014
6,623,404
Rajesh K. Soin
52,751,407
545,678
6,623,404
Henry D. G. Wallace
48,771,837
4,525,248
6,623,404
Alan J. Weber
31,621,790
21,675,295
6,623,404

Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2014
For
 
Against
 
Abstain
59,248,823
 
349,954
 
321,712





Proposal No. 3: Approve, on an advisory basis, named executive officer compensation
For
 
Against
 
Abstain
 
Broker Non-Votes
51,056,115
 
1,755,254
 
485,716
 
6,623,404


Proposal No. 4: Approve the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan
For
 
Against
 
Abstain
 
Broker Non-Votes
51,601,805
 
1,309,268
 
386,012
 
6,623,404

Proposal No. 5: Approve the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan
For
 
Against
 
Abstain
 
Broker Non-Votes
44,447,107
 
2,724,118
 
6,125,860
 
6,623,404

 
 
 
Item 9.01 Financial Statements and Exhibits
 
 
  (d) Exhibits.
 
 
 
 
 
Exhibit
 
 
Number
 
Description
10.1
 
Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan
10.2
 
Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive 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 hereunto duly authorized.
 
 
 
 
 
 
                                           Diebold, Incorporated
 
 
 
April 30, 2014
By:  
/s/ Chad F. Hesse
 
 
 
Name:  
Chad F. Hesse
 
 
 
Title:  
Vice President, General Counsel and
Secretary
 
 
 
 



EXHIBIT INDEX
 
 
 
Exhibit
 
 
Number
 
Description
10.1
 
Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan
10.2
 
Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan