8-K 2014 Proxy Results


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): April 22, 2014
 
TAL INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Delaware
 
333-126317
 
20-1796526
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
100 Manhattanville Road
Purchase, New York 10577-2135
(Address of Principal Executive Offices, including Zip Code)
 
Telephone: (914) 251-9000
(Registrant's Telephone Number, Including Area Code)
 
Not applicable
(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 any of the following provisions:
 
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))
 






Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 22, 2014, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, the stockholders of the Company voted on (i) the election of six directors to serve until the 2015 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (ii) to approve on an advisory basis the compensation of our named executive officers, (iii) to approve the TAL International Group, Inc. 2014 Equity Incentive Plan, and (iv) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.
The number of votes cast for the election of the six directors were as follows:

 
Number of Shares
Nominee
 
For
 
Withheld
 
Broker Non Votes
Malcolm P. Baker
 
19,765,160
 
4,481,135
 
6,988,623
Claude Germain
 
24,112,009
 
134,286
 
6,988,623
Kenneth Hanau
 
24,109,992
 
136,303
 
6,988,623
Helmut Kaspers
 
24,108,851
 
137,444
 
6,988,623
Frederic H. Lindeberg
 
24,096,318
 
149,977
 
6,988,623
Brian M. Sondey
 
22,686,951
 
1,559,344
 
6,988,623
The number of votes to approve on an advisory basis the compensation of our named executive officers were as follows:
Number of Shares
For
 
 Against
 
Abstain
 
Broker Non Votes
23,188,088
 
931,908
 
126,299
 
6,988,623
The number of votes to approve the TAL International Group, Inc. 2014 Equity Incentive Plan were as follows:
Number of Shares
For
 
 Against
 
Abstain
 
Broker Non Votes
17,725,046
 
6,379,988
 
141,261
 
6,988,623
The number of votes cast to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 were as follows:
Number of Shares
For
 
Against
 
Abstain
 
Broker Non Votes
30,279,108
 
868,575
 
87,235
 







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.
 
 
 
TAL International Group, Inc.
 
 
 
Dated:
April 24, 2014
By:
/s/ John Burns
 
 
 
Name:
John Burns
 
 
 
Title:
Senior Vice President and Chief Financial Officer