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 26, 2010
The Dolan Company
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33603
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43-2004527 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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222 South Ninth Street, Suite 2300
Minneapolis, Minnesota
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55402 |
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(Zip Code) |
Registrant’s telephone number, including area code: (612) 317-9420
Dolan Media Company
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
(e) On May 26, 2010, at our annual meeting of stockholders, our stockholders approved our 2007
Incentive Compensation Plan, as amended and restated (the “Plan”), which, among other things,
amended Section 4.1 of the Plan to increase the number of shares available for issuance under the
Plan from 2,700,000 to 4,800,000 shares.
The foregoing description is qualified in its entirety by reference to the Plan, which is filed as
Exhibit 10 to this current report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Also, at our annual meeting of stockholders on May 26, 2010, our stockholders approved a
certificate of amendment to our amended and restated certificate of incorporation, which amended
Article I to change our name from “Dolan Media Company” to “The Dolan Company.”
On May 26, 2010, we filed the certificate of amendment with the Delaware Secretary of State to
effect the amendment our stockholders approved. A copy of the certificate of amendment was included
as Appendix C to our definitive proxy statement filed with the SEC on April 7, 2010. A copy of our
Amended and Restated Certificate of Incorporation, as amended, is filed as Exhibit 3 to this
current report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 26, 2010, we held an annual meeting of stockholders, where the stockholders holding
87.14% of
our outstanding shares of common stock were present in person or by proxy. At the annual meeting,
the stockholders voted upon (1) the election of James P. Dolan, John C. Bergstrom and George Rossi
as Class III Directors to serve until our 2013 annual meeting of stockholders; (2) the approval of
the Dolan Media Company 2007 Incentive Compensation Plan, as amended and restated, which includes
authorizing an additional 2,100,000 shares of our common stock for potential future issuance under
the plan, and reapproving the performance goals under which compensation may be paid under the plan
for purposes of Section 162(m) of the Internal Revenue Code; (3) the ratification of the Dolan
Media Company Rights Agreement, as amended, which is our Stockholders Rights Plan; (4) the approval
of an amendment to our Amended and Restated Certificate of Incorporation to change our name from
Dolan Media Company to The Dolan Company; and (5) the ratification of the appointment of McGladrey
& Pullen, LLP as our independent registered public accounting firm for 2010. Each of James P.
Dolan, John C. Bergstrom and George Rossi were re-elected to serve as our directors. The other four
proposals also passed. In particular, the proposals received the following votes:
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The election of James P. Dolan, John C. Bergstrom and George Rossi as Class
III Directors to serve until our 2013 annual meeting of stockholders. |
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For |
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Withheld |
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Broker Non-Votes |
James P. Dolan |
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23,415,104 |
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431,132 |
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2,571,306 |
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John C. Bergstrom |
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23,089,782 |
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756,454 |
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2,571,306 |
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George Rossi |
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23,565,620 |
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280,616 |
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2,571,306 |
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The approval of the Dolan Media Company 2007 Incentive Compensation Plan, as
amended and restated, which includes authorizing an additional 2,100,000
shares of our common stock for potential future issuance under the plan, and
reapproving the performance goals under which compensation may be paid under
the plan for purposes of Section 162(m) of the Internal Revenue Code. |
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For
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Against
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Abstain
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Broker Non-Votes |
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| 22,922,300 |
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918,696 |
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5,240 |
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2,571,306 |
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The ratification of the Dolan Media Company Rights Agreement, as amended,
which is our Stockholders Rights Plan. |
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Against
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Abstain
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Broker Non-Votes |
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| 19,108,130 |
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4,733,146 |
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4,960 |
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2,571,306 |
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The approval of an amendment to our Amended and Restated Certificate of
Incorporation to change our name from Dolan Media Company to The Dolan
Company. |
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Against
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Abstain
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Broker Non-Votes |
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| 26,399,316 |
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12,593 |
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5,633 |
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The ratification of the appointment of McGladrey & Pullen, LLP as our
independent registered public accounting firm for 2010. |
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Against
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Abstain
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Broker Non-Votes |
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| 26,409,249 |
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3,433 |
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4,860 |
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Item 8.01 Other Events.
On May 26, 2010, we issued a press release, announcing the stockholders’ approval of the change of
our name to The Dolan Company. A copy of the press release is attached to and incorporated by
reference in this current report as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description of Exhibits |
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3 |
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Amended and Restated Certificate of Incorporation, as amended |
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10 |
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2007 Incentive Compensation Plan, as amended and restated |
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99 |
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Press Release of the Company dated May 26, 2010 |