Black Box Corporation
BLACK BOX CORP (Form: 8-K, Received: 08/14/2017 16:51:44)
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): August 8, 2017


Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)


Delaware
0-18706
95-3086563
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

1000 Park Drive
Lawrence, Pennsylvania
 
15055
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (724) 746-5500

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):

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))

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).

o Emerging growth company

o 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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Item 5.07
Submission of Matters to a Vote of Security Holders.
On August 8, 2017, Black Box Corporation (the "Company") held its annual meeting of stockholders (the "2017 Annual Meeting"). The final voting results of the following proposals voted on at the 2017 Annual Meeting, each as described in further detail in the definitive proxy statement filed by the Company on June 29, 2017 (File No. 000-18706) (the "Proxy Statement") are provided below.

Proposal 1 . Each of the nominees for election to the Board was elected to hold office for a one-year term and until his respective successor is elected and qualified by the following votes:

Name
For
Withheld
Broker Non-Votes
Cynthia J. Comparin
12,361,487

95,435

1,536,538

Richard L. Crouch
12,160,319

296,603

1,536,538

Richard C. Elias
12,317,079

139,843

1,536,538

Thomas W. Golonski
12,156,168

300,754

1,536,538

Thomas G. Greig
12,160,528

296,394

1,536,538

John S. Heller
12,319,321

137,601

1,536,538

William H. Hernandez
12,246,288

210,634

1,536,538

E.C. Sykes
12,250,204

206,718

1,536,538

Joel T. Trammell
12,310,229

146,693

1,536,538


Proposal 2 . The ratification of the appointment by the Audit Committee of the Board of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2018 was approved by the following vote:

For:
13,863,680

Against:
124,975

Abstained:
4,805

Broker Non-Votes:
0


Proposal 3 . The compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2017 Annual Meeting, was approved, on a non-binding advisory basis, by the following vote:

For:
11,216,490

Against:
1,233,591

Abstained:
6,840

Broker Non-Votes:
1,536,539


Proposal 4 . The frequency of the non-binding advisory vote regarding compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2017 Annual Meeting, was recommended, on a non-binding advisory basis, by the following vote:

Every Year:
9,481,374

Every 2 Years:
8,882

Every 3 Years:
2,961,631

Abstained:
5,037

Broker Non-Votes:
1,536,536




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In light of the stockholder vote at the Annual Meeting on Proposal 4 as reported above, the Board has determined that the Company will include a non-binding, advisory vote in its proxy materials for its annual meeting of stockholders to approve the compensation of its named executive officers as disclosed in such proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

Proposal 5 . The Amended and Restated 2008 Long-Term Incentive Plan was approved by the following vote:

For:
11,491,992

Against:
958,059

Abstained:
6,870

Broker Non-Votes:
1,536,539








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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.

BLACK BOX CORPORATION

Date: August 14, 2017    

By: /s/ DAVID J. RUSSO                                            

David J. Russo
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Accounting Officer)


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