DIL
25/06/2013 17:19
MEETING
REL: 1719 HRS Diligent Board Member Services INC (NS)
MEETING: DIL: Diligent Board Member Services 2013 Annual Meeting Results
25 June 2013
Diligent Board Member Services, Inc. (Diligent)
2013 Annual Shareholders Meeting Results
Diligent Board Member Services, Inc. (the Company) is pleased to advise that
all resolutions put to its annual meeting of shareholders held in Auckland
today were passed by shareholders. The number of votes cast for each of the
resolutions was:
1 Election of Greg B Petersen as a Class I director
For 42,259,509 votes 99.56% of votes cast
2 Ratification of Mark Weldon's appointment as a Class II director
For 75,049,614 votes 99.94% of votes cast
3 Ratification of the Appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2013
For 75,035,434 votes 99.90% of votes cast
4 Ratification of the total remuneration paid by the Company to its
non-executive directors for each calendar year or part year since our listing
on the New Zealand Stock Exchange, which amounted to:
A. U.S. $234,259 in 2007;
B. U.S. $237,845 in 2008;
C. U.S. $82,500 in 2009;
D. U.S. $60,843 in 2010;
E. U.S. $60,000 in 2011; and
F. U.S. $210,000 in 2012.
For 75,085,555 votes 99.98% of votes cast
5 Approval of remuneration payable by the Company to the Board for fiscal
2013 and subsequent calendar years
For 74,916,555 votes 99.77% of votes cast
6 Approval of the Company's 2013 Incentive Plan
For 65,028,155 votes 86.62% of votes cast
7 Issuance of options and shares as part of the CEO substitute remuneration
For 39,638,092 votes 98.61% of votes cast
8 Approval of the CEO substitute remuneration as a related party transaction
under the NZSX Listing Rules
For 72,255,243 votes 99.54% of votes cast
As announced on 20 June 2013, Mr. Rick Bettle resigned as a director of the
Company effective 20 June 2013. Consequently, Resolution 1(a), as set out in
the Proxy Statement, was withdrawn at the annual meeting of shareholders and
not put to a vote of shareholders.
The Board has determined in accordance with NZSX Listing Rule 3.3.3(a) that
each of the following directors is an Independent Director:
Greg B. Peterson
Joseph Carrabino
Mark Weldon
Mark Russell
Investor inquiries:
Sonya Joyce
Phone: +64 4 894 6912
Media inquiries:
Geoff Senescall
Phone: +64 21 481 234
End CA:00237797 For:DIL Type:MEETING Time:2013-06-25 17:19:48
