Luxembourg | 001-34354 | 98-0554932 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)) |
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. o |
(i) | The following Directors were elected for a one (1) year term and/or until their successors are duly elected and qualified by the following vote: |
Name | For | Against | Abstentions | Broker Non-Votes |
Orin S. Kramer | 16,112,270 | 51,540 | 4,886 | 1,286,314 |
W. Michael Linn | 15,974,958 | 188,859 | 4,879 | 1,286,314 |
Roland Müller-Ineichen | 16,145,461 | 18,349 | 4,886 | 1,286,314 |
William B. Shepro | 16,149,238 | 14,572 | 4,886 | 1,286,314 |
Timo Vättö | 16,143,277 | 20,033 | 5,386 | 1,286,314 |
Joseph L. Morettini | 16,147,788 | 16,022 | 4,886 | 1,286,314 |
(ii) | The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered certified public accounting firm for the year ending December 31, 2017 and the appointment of Atwell S.à r.l. as the Company’s certified auditor (Réviseur d’Entreprises) for the same period were approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
17,426,246 | 16,710 | 12,054 | N/A |
(iii) | The appointment of Michelle D. Esterman, Chief Financial Officer of the Company, as the supervisory auditor (Commissaire aux Comptes) to report on the Company’s unconsolidated annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg (the “Luxembourg Annual Accounts”) for the years ending December 31, 2017 through December 31, 2022, or until her successor is duly elected and qualified, and the ratification of her appointment by the Board of Directors as the supervisory auditor to report on the Luxembourg Annual Accounts for the years ended December 31, 2009 through December 31, 2016 were approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
17,419,072 | 23,943 | 11,995 | N/A |
(iv) | The Luxembourg Annual Accounts for the year ended December 31, 2016 and the Company’s consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States including a footnote reconciliation of equity and net income to International Financial Reporting Standards (together with the Luxembourg Annual Accounts, the “Luxembourg Statutory Accounts”) as of and for the year ended December 31, 2016 were approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
17,223,846 | 17,870 | 213,294 | N/A |
(v) | The receipt and approval of the Directors’ reports for the Luxembourg Statutory Accounts for the year ended December 31, 2016 and the receipt of the reports of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the years ended December 31, 2009 through December 31, 2016 were approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
17,220,603 | 21,676 | 212,731 | N/A |
(vi) | The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2016 was approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
17,222,006 | 21,189 | 211,815 | N/A |
(vii) | The discharge of each of the Directors of the Company for the performance of their mandates for the year ended December 31, 2016 and the discharge of the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the years ended December 31, 2009 through December 31, 2016 were approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
16,144,850 | 15,569 | 8,277 | 1,286,314 |
(viii) | The renewal of the Company’s share repurchase program whereby the Company is authorized to repurchase shares of its common stock within certain limits was approved by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
14,983,429 | 1,180,421 | 4,846 | 1,286,314 |
(ix) | The compensation of the Company’s named executive officers as disclosed in the Company’s joint proxy statement (“Say-on-Pay”) was approved on an advisory (non-binding) basis by the following vote: |
For | Against | Abstentions | Broker Non-Votes |
16,092,544 | 72,071 | 4,081 | 1,286,314 |
(x) | A frequency of every “one year” for future shareholder advisory votes on executive compensation (“Say-on-Frequency”) was approved on an advisory (non-binding) basis by the following vote: |
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
15,732,645 | 1,035 | 285,537 | 149,479 | 1,286,314 |
(i) | The amendment of the Company’s Articles of Incorporation to renew and extend the authorization of the Board of Directors to issue shares of the Company’s common stock, within the limits of the Company’s authorized share capital of one hundred million dollars ($100,000,000) and, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, each for a period of five (5) years, as set forth in the proposed Amended and Restated Articles of Incorporation and the receipt of the report issued by the Board of Directors pursuant to article 32-3 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Company Law”) were approved by the following vote: |
For | Against | Abstentions |
12,138,887 | 1,302,308 | 4,364 |
(ii) | The amendment of the Company’s Articles of Incorporation to effectuate recent changes in the Luxembourg Company Law and to make certain other administrative changes, was approved by the following vote: |
For | Against | Abstentions |
13,157,881 | 282,106 | 5,572 |
Altisource Portfolio Solutions S.A. | |||
By: | /s/ Kevin J. Wilcox | ||
Name: | Kevin J. Wilcox | ||
Title: | Chief Administration and Risk Officer |