UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2012
AsiaInfo-Linkage, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15713 | 752506390 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street
Haidian District, Beijing 100086, China
(Address of principal executive offices)
+8610 8216 6688
Registrant’s telephone number, including area code
N/A
(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 communication 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 April 20, 2012, AsiaInfo-Linkage, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). Of the 72,497,518 shares of the Company’s common stock outstanding and entitled to vote as of the February 22, 2012 record date for the Annual Meeting, a total of 61,589,437 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum.
Set forth below are the proposals on which the Company’s stockholders voted at the Annual Meeting and the voting results for each proposal.
1. A proposal to elect the following three directors to serve for three-year terms to expire at the 2015 annual meeting of stockholders and until their successors are duly elected and qualified:
| Nominee |
Votes For | Votes
Against (Withholds) |
Abstentions | Broker Non-Votes | ||||||||||||
| Jian (James) Ding |
27,229,107 | 18,417,256 | N/A | 15,943,074 | ||||||||||||
| Yungang Lu |
43,876,372 | 1,769,991 | N/A | 15,943,074 | ||||||||||||
| Libin Sun |
39,508,847 | 6,137,516 | N/A | 15,943,074 | ||||||||||||
The votes in favor of Jian (James) Ding, Yungang Lu and Libin Sun were sufficient to elect each of them as directors.
2. A proposal to ratify the appointment of Deloitte Touche Tohmatsu CPA Ltd. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2012:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 60,754,843 |
357,905 | 476,689 | 0 |
This proposal was approved.
3. A proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related narrative disclosures in the proxy statement (“Say-on-Pay”):
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,506,561 |
15,762,295 | 377,507 | 15,943,074 |
This proposal was approved.
A copy of the press release announcing the voting results of the Annual Meeting is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated April 24, 2012 announcing the voting results of the annual meeting of AsiaInfo-Linkage, Inc.’s stockholders held on April 20, 2012. | |
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.
| AsiaInfo-Linkage, Inc. | ||||||
| Date: April 24, 2012 | /s/ Jun Wu | |||||
| Name: | Jun Wu | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press release dated April 24, 2012 announcing the voting results of the annual meeting of AsiaInfo-Linkage, Inc.’s stockholders held on April 20, 2012. | |