8-K 1 d931865d8k.htm FORM 8-K Form 8-K

 

 

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 21, 2015 (May 20, 2015)

 

 

PC CONNECTION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-23827   02-0513618

(State or Other Jurisdiction

of Incorporation

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

730 Milford Road

Merrimack, New Hampshire

  03054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 603-683-2000

 

(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):

 

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

 

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

 

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

 

  ¨ 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.

On May 20, 2015, PC Connection, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 1997 Employee Stock Purchase Plan, as amended (the “1997 Plan”), which, among other things, increased the number of shares of common stock that may be issued under the 1997 Plan from 1,037,500 to 1,137,500 shares, representing an increase of 100,000 shares. The amendment to the 1997 Plan had previously been adopted by the Company’s Board of Directors.

A summary of the 1997 Plan was provided in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 9, 2015 under the heading “Proposal Two – Approval of Amendment to Amended and Restated 1997 Employee Stock Purchase Plan, as amended” and is incorporated herein by reference. A copy of the 1997 Plan, including all amendments, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description and vote count of all items voted on at the Annual Meeting:

 

  (1) The election of six directors to serve until the 2016 Annual Meeting of Stockholders;

 

  (2) The amendment of the 1997 Plan to increase the number of shares of common stock that may be issued thereunder from 1,037,500 to 1,137,500 shares, representing an increase of 100,000 shares; and

 

  (3) The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our registered public accounting firm for the year ending December 31, 2015.

The proposals were approved by the following votes:

 

Proposal #1:    For      Withheld      Broker Non-
Vote
 

Election of Patricia Gallup

     20,947,792         3,675,268         933,753   

Election of David Hall

     20,867,995         3,755,065         933,753   

Election of Joseph Baute

     24,305,895         317,165         933,753   

Election of David Beffa-Negrini

     20,880,400         3,742,660         933,753   

Election of Barbara Duckett

     24,341,600         281,460         933,753   

Election of Donald Weatherson

     24,341,745         281,315         933,753   


Proposal #2:    For      Abstain      Against      Broker Non-
Vote
 

Amendment of the 1997 Employee Stock Purchase Plan to, among other things, increase the number of shares of common stock that may be issued thereunder from 1,037,500 to 1,137,500 shares, representing an increase of 100,000 shares;

     24,568,388         12,775         41,897         933,753   

 

Proposal #3:    For      Abstain      Against      Broker Non-
Vote
 

Ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2015.

     25,455,447         10,150         91,216         —     

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits

 

  99.1 Amended and Restated 1997 Employee Stock Purchase Plan, as amended


SIGNATURE

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.

 

PC Connection, Inc.
Date: May 21, 2015 By:

/s/ JOSEPH DRISCOLL

Joseph Driscoll
Senior Vice President, Treasurer, and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Amended and Restated 1997 Employee Stock Purchase Plan, as amended