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 6, 2010
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-10991 | 38-2760940 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 19975 Victor Parkway, Livonia, MI | 48152 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(734) 591-3000
Registrant’s Telephone Number, Including Area Code
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)) |
Items to be Included in this Report
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Valassis Communication’s Inc.’s (the “Company”) Annual Meeting of Stockholders was held on May 6, 2010. Stockholders voted on the matters set forth below:
1. The nominees for election to the Board of Directors were elected, until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, based upon the following votes:
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Joseph B. Anderson, Jr. |
40,635,749 | 2,806,462 | 22,948 | 2,938,043 | ||||
| Patrick F. Brennan |
27,854,004 | 15,586,110 | 25,045 | 2,938,043 | ||||
| Kenneth V. Darish |
42,999,460 | 422,210 | 43,489 | 2,938,043 | ||||
| Dr. Walter H. Ku |
27,831,958 | 15,613,486 | 19,715 | 2,938,043 | ||||
| Robert L. Recchia |
40,942,482 | 2,511,447 | 11,230 | 2,938,043 | ||||
| Marcella A. Sampson |
27,830,821 | 15,602,878 | 31,460 | 2,938,043 | ||||
| Alan F. Schultz |
42,876,650 | 578,948 | 9,561 | 2,938,043 | ||||
| Wallace S. Snyder |
24,604,680 | 18,817,622 | 42,857 | 2,938,043 | ||||
| Ambassador Faith Whittlesey |
42,626,348 | 822,127 | 16,684 | 2,938,043 |
2. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2010 was approved based upon the following votes:
| Votes for |
45,510,859 | |
| Votes against |
828,557 | |
| Abstentions |
63,786 | |
| There were no broker non-votes for this item |
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.
| VALASSIS COMMUNICATIONS, INC. | ||||||
| By: | /s/ Todd Wiseley | |||||
| Date: May 12, 2010 | Name: | Todd Wiseley | ||||
| Title: | General Counsel, Senior Vice President, Administration and Secretary | |||||