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
June 15, 2010
Date of Report (Date of earliest event reported)
PRGX Global, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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0-28000
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58-2213805 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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600 Galleria Parkway, Suite 100, Atlanta, Georgia
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30339-5949 |
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(Address of Principal Executive Offices)
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(Zip Code) |
770-779-3900
(Registrants Telephone Number, Including Area Code)
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):
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 1.01. Entry Into a Material Definitive Agreement.
As described below under Item 5.07 of this Current Report, at the 2010 annual meeting of
shareholders held on June 15, 2010, the shareholders approved an amendment (the Incentive Plan
Amendment) to the PRGX Global, Inc. (PRGX or the Company) 2008 Equity Incentive Plan (the
Incentive Plan). The Incentive Plan Amendment: (a) increases the available shares reserved under
the Incentive Plan by 3,400,000 shares to a total of 5,400,000; (b) provides that only shares
actually issued pursuant to awards will count against the available pool of shares; (c) provides
that shares issued pursuant to awards granted after the effective date of the amendment, other than
options or SARs (as defined in the Incentive Plan), will count as 1.41 shares against the
available pool of shares; and (d) deletes a provision that granted the Board of Directors
discretion in determining when a Change in Control occurs.
The foregoing description of the Incentive Plan Amendment is qualified in its entirety by
reference to the PRGX Global, Inc. 2008 Equity Incentive Plan, as amended and restated effective
April 27, 2010, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2010 annual meeting of shareholders held on June 15, 2010, the shareholders of PRGX
approved all proposals recommended by the Board of Directors as described in PRGXs proxy statement
which was mailed to shareholders on or about May 4, 2010.
With respect to Proposal 1 (election of two Class II directors to serve until the 2013 annual
meeting or until their successors are elected and qualified), the nominees received the following
votes:
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Director |
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Shares For |
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Shares Withheld |
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Broker Non-Votes |
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Patrick G. Dills |
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15,453,448 |
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847,875 |
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2,565,656 |
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N. Colin Lind |
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15,706,810 |
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594,513 |
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2,565,656 |
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The Companys directors serving in Class I and Class III did not stand for election at the
annual meeting. The directors serving in Class III, David A. Cole and Philip Mazzilli, Jr., will
continue to serve until the 2011 annual meeting of shareholders or until their successors are
elected and qualified. The directors serving in Class I, Romil Bahl and Steven P. Rosenberg will
continue to serve until the 2012 annual meeting of shareholders or until their successors are
elected and qualified.
With respect to Proposal 2 (to ratify BDO Seidman, LLP as the Companys independent registered
public accounting firm for fiscal year 2010), 18,830,362 shares, or 99.92% of the votes cast, voted
for the proposal, 15,261 shares voted against the proposal, and 21,356 shares abstained from voting
on the proposal.
With respect to Proposal 3 (to approve an amendment to the PRGX Global, Inc. 2008 Equity
Incentive Plan), 14,214,183 shares, or 87.36% of the votes cast, voted for the proposal, 2,056,985
shares voted against the proposal, 30,155 shares abstained from voting on the proposal, and there
were 2,565,656 broker non-votes.