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
May 4, 2012 (May 1, 2012)
Date of Report (Date of Earliest Event Reported)
Total System Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
Georgia | 1-10254 | 58-1493818 | ||
(State of Incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
One TSYS Way, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(706) 649-2267
(Registrants telephone number, including area code)
(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:
¨ 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 1, 2012, Total System Services, Inc. (TSYS) held its 2012 Annual Meeting of Shareholders, at which our shareholders approved the Total System Services, Inc. 2008 Omnibus Plan, as amended and restated effective May 1, 2012, and renamed the Total System Services, Inc. 2012 Omnibus Plan (2012 Plan). A description of the amendments to the 2012 Plan and a summary description of the 2012 Plan are provided in Proposal 4 of TSYS definitive proxy statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 15, 2012. The description of the 2012 Plan contained herein and in the proxy statement are qualified in their entirety by the full text of the 2012 Plan which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2012 Annual Meeting of Shareholders of TSYS was held on May 1, 2012. TSYS shareholders voted on the following five proposals which are detailed in TSYS definitive proxy statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 15, 2012, and cast their votes as described below.
Proposal 1
TSYS shareholders elected fourteen individuals to the Board of Directors as set forth below:
Name |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
James H. Blanchard |
130,204,133 | 2,523,905 | 132,595 | 26,917,661 | ||||||||||||
Richard Y. Bradley |
130,396,202 | 2,171,112 | 293,319 | 26,917,661 | ||||||||||||
Kriss Cloninger III |
128,045,006 | 4,698,647 | 116,981 | 26,917,660 | ||||||||||||
Walter W. Driver, Jr. |
128,666,313 | 4,047,977 | 146,344 | 26,917,660 | ||||||||||||
Gardiner W. Garrard, Jr. |
121,742,098 | 10,984,479 | 134,057 | 26,917,660 | ||||||||||||
Sidney E. Harris |
129,673,007 | 3,021,745 | 165,881 | 26,917,661 | ||||||||||||
Mason H. Lampton |
127,165,129 | 5,350,849 | 344,656 | 26,917,660 | ||||||||||||
H. Lynn Page |
130,734,711 | 1,985,828 | 140,094 | 26,917,661 | ||||||||||||
Philip W. Tomlinson |
128,445,891 | 4,255,521 | 159,220 | 26,917,662 | ||||||||||||
John T. Turner |
131,208,519 | 1,511,600 | 140,514 | 26,917,661 | ||||||||||||
Richard W. Ussery |
130,461,945 | 2,257,758 | 140,930 | 26,917,661 | ||||||||||||
M. Troy Woods |
130,114,657 | 2,597,082 | 148,893 | 26,917,662 | ||||||||||||
James D. Yancey |
121,150,943 | 11,603,020 | 106,670 | 26,917,661 | ||||||||||||
Rebecca K. Yarbrough |
129,141,285 | 3,500,187 | 219,161 | 26,917,661 |
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Proposal 2
TSYS shareholders ratified the appointment of KPMG LLP as the independent auditor of TSYS for the fiscal year ending December 31, 2012 as set forth below:
For |
Against |
Abstain | ||
158,453,368 |
1,117,486 | 207,439 |
Proposal 3
TSYS shareholders approved, on an advisory basis, TSYS executive compensation as set forth below:
For |
Against |
Abstain |
Broker Non-Vote | |||
123,300,958 |
4,386,643 |
5,173,031 |
26,917,662 |
Proposal 4
TSYS shareholders approved the Total System Services, Inc. 2008 Omnibus Plan, as amended and restated, as set forth below:
For |
Against |
Abstain |
Broker Non-Vote | |||
119,794,527 |
8,014,113 | 5,051,993 | 26,917,661 |
Proposal 5
TSYS shareholders approved the Total System Services, Inc. 2012 Employee Stock Purchase Plan as set forth below:
For |
Against |
Abstain |
Broker Non-Vote | |||
124,824,973 |
3,227,348 | 4,808,313 | 26,917,660 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
10.1 | Total System Services, Inc. 2008 Omnibus Plan, as amended and restated effective May 1, 2012 |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOTAL SYSTEM SERVICES, INC. | ||||||
Dated: May 4, 2012 |
By: |
/s/ Kathleen Moates | ||||
Kathleen Moates | ||||||
Senior Deputy General Counsel |
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