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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 19, 2011
Sykes Enterprises, Incorporated
(Exact name of registrant as specified in its charter)
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Florida
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0-28274
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56-1383460 |
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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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400 N. Ashley Drive, Suite 2800, Tampa, Florida
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33602 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (813) 274-1000
(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 5.07. Submission of Matters to a Vote of Security Holders.
Six proposals described fully in the Sykes Enterprises, Incorporated (the Company) 2011 Proxy
Statement were presented for approval at the Companys 2011 Annual Meeting of Shareholders (the
Annual Meeting) held on May 19, 2011. As of the record date, 46,700,248 shares of common stock
were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting 43,928,549
shares of common stock were represented in person or by proxy; therefore, a quorum was present.
The shareholders of the Company voted on the following six matters:
Proposal 1: Election of Directors
There were four Class I director positions up for election. The following persons were nominated
and elected to serve as directors of the Company until the 2014 Annual Meeting of Shareholders: H.
Parks Helms, Linda McClintock-Greco, M.D., James K. Murray, Jr. and James S. MacLeod. The voting
results for each nominee were as follows:
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Name |
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Votes For |
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Withheld |
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Broker Non-Votes |
H. Parks Helms |
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41,600,590 |
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951,940 |
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1,376,019 |
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Linda McClintock-Greco, M.D. |
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41,625,238 |
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927,292 |
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1,376,019 |
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James K. Murray, Jr. |
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42,181,552 |
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370,978 |
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1,376,019 |
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James S. MacLeod |
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41,757,408 |
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795,122 |
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1,376,019 |
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Proposal 2: Advisory Vote to Approve Executive Compensation
The proposal to approve, on a non-binding, advisory basis, the compensation of the Companys named
executive officers, as disclosed in the 2011 Proxy Statement, received the following votes:
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Votes For |
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Votes Against |
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Abstained |
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Broker Non-Votes |
41,266,466
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1,134,373
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151,691
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1,376,019 |
Proposal 3: Advisory Vote on the Frequency of Advisory Votes to Approve Executive
Compensation
The proposal to approve, on an advisory basis, the frequency with which shareholders will be
provided an advisory vote on executive compensation, as disclosed in the 2011 Proxy Statement,
received the following votes:
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Every Year |
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Every Two Years |
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Every Three Years |
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Abstained |
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Broker Non-Votes |
39,417,403
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35,680
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2,996,464
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102,983
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1,376,019 |
As the
Companys Board of Directors recommended, and a majority of the votes cast approved, the Company will submit
executive compensation to the shareholders on an annual basis until the issue of the frequency of
such vote is again brought before the shareholders.
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Proposal 4: Approval of the Sykes Enterprises, Incorporated 2011 Equity Incentive Plan
The proposal to approve the Companys 2011 Equity Incentive Plan, as disclosed in the 2011 Proxy
Statement, received the following votes:
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Votes For |
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Votes Against |
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Abstained |
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Broker Non-Votes |
37,730,646
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4,808,792
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13,092
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1,376,019 |
Proposal 5: Approval of Use of Certain Performance Criteria Under the Sykes Enterprises,
Incorporated 2011 Equity Incentive Plan
The proposal to approve of the use of certain performance criteria under the Companys 2011 Equity
Incentive Plan, as disclosed in the 2011 Proxy Statement, received the following votes:
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Votes For |
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Votes Against |
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Abstained |
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Broker Non-Votes |
39,468,186
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3,073,881
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10,463
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1,376,019 |
Proposal 6: Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm to audit the consolidated financial statements of the Company for
the year ending December 31, 2011 and the effectiveness of the Companys internal control over
financial reporting as of December 31, 2011 and express an opinion thereon, as disclosed in the
2011 Proxy Statement, received the following votes:
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Votes For |
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Votes Against |
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Abstained |
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Broker Non-Votes |
43,637,072
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290,361
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1,116
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(Remainder of page intentionally left blank.)
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SYKES ENTERPRISES, INCORPORATED
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By: |
/s/ W. Michael Kipphut
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Executive Vice President and |
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Chief Financial Officer |
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Date: May 20, 2011
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