Document


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 9, 2018

 
Web.com Group, Inc.
(Exact name of registrant as specified in its charter)

 
 
 
                           Delaware                                                        000-51595                                                       94-3327894
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

 
 
12808 Gran Bay Parkway West, Jacksonville, FL
32258
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (904) 680-6600

__________________________________________________________________________________________________________
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
£
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £


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Section 5 –     Corporate Governance and Management

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

At the 2018 Annual Meeting of Stockholders of Web.com Group, Inc. (the “Company”) held on May 9, 2018, at 10:30 a.m. Eastern Time, at the Company’s headquarters in Jacksonville, Florida, the Company’s stockholders approved the three proposals listed below. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast “for” or “withheld” for each director, and for or against each other matter, and the number of abstentions and broker non-votes with respect to each matter (other than Proposal 2). A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2018.

Proposal 1 - Election of Directors

The three individuals named below were elected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
    

Nominees
Number of Shares Voted For
Number of Shares Voted Withheld
Broker Non-Votes
 
 
 
 
Timothy P. Cost
34,778,578
1,884,967
7,759,365
Hugh M. Durden
34,762,117
1,901,428
7,759,365
Deborah H. Quazzo
34,576,507
2,087,038
7,759,365

Proposal 2 – Ratification of Independent Auditor

The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018. The tabulation of votes on this matter was as follows:
    
 
Number of Shares Voted For
Number of Shares Voted Against
Number of Shares Abstained
 
 
 
 
Ernst & Young LLP
44,117,285
77,523
228,102


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Proposal 3 - Advisory Resolution on Executive Compensation

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement, including the Compensation Discussion and Analysis and the Executive Compensation Tables, together with the narrative discussion related thereto, by the following vote:


For

Against

Abstain
Broker Non-Votes
 
 
 
 
33,623,662
2,718,752
321,131
7,759,365
            
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.

 
Web.com Group, Inc.
 
(Registrant)
 
 
Date: May 10, 2018
 
 
/s/ Matthew P. McClure
 
Matthew P. McClure, Secretary




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