djco20170217_8k.htm

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 AND EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): February 15, 2017

 

 

DAILY JOURNAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

SOUTH CAROLINA

 

0-14665 

 

95-4133299

(State or Other Jurisdiction

 

(Commission File No.)

 

(I.R.S. Employer

of Incorporation)       Identification No.)

 

915 East First Street

Los Angeles, CA 90012-4050

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (213) 229-5300

 

Not applicable

(Former name or former address, if changed from 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 Instructions A.2. below):

 

☐     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 communication 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 5.07     Submission of Matters to a Vote of Security Holders

 

On February 15, 2017, the Company held its 2017 Annual Meeting of Shareholders. A total of 1,265,222 shares were represented in person or by valid proxy, and the shareholders voted on four proposals. The final results for the votes regarding each proposal are set forth below:

 

Election of Directors. The Company’s shareholders elected five directors to serve until the next annual meeting of shareholders and the election of their successors. The number of votes cast for each of the directors is set forth below. There were 512,723 broker non-votes.

 

 

FOR

WITHHOLD

Charles T. Munger

699,209

396

J.P. Guerin

710,564

396

Gerald L. Salzman

699,721

411

Peter D. Kaufman

752,086

396

Gary L. Wilcox

752,102

396

 

Ratification of Independent Accountants. The Company’s shareholders ratified the appointment of Squar Milner LLP as the Company’s independent registered public accounting firm for the current fiscal year. The vote totals were 1,265,146 FOR and 1 AGAINST, with 75 ABSTENTIONS.

 

Notwithstanding this ratification, the Company’s audit committee, in its discretion, may change the appointment of the Company’s independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company’s best interest.

 

Advisory Vote on the Company’s Executive Compensation. The Company’s shareholders voted in favor of a resolution approving the Company’s executive compensation. The vote totals were 737,736 FOR and 1,246 AGAINST, with 14,226 ABSTENTIONS. There were 512,014 broker non-votes.

 

Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation. The Company’s shareholders voted in favor of holding the advisory vote on executive compensation once every three years. The vote totals were 1,542 for ONE YEAR, 7,392 for TWO YEARS, and 397,286 for THREE YEARS, with 346,883 ABSTENTIONS. There were 512,119 broker non-votes.

 

 

[SIGNATURE PAGE FOLLOWS]

  

 
 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

DAILY JOURNAL CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Gerald L. Salzman

 

 

Gerald L. Salzman

 

  Chief Executive Officer  
  President  
  Chief Financial Officer  
  Treasurer  
     
  Dated: February 21, 2017