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)
June 5, 2013
 
 
 
AMBASSADORS GROUP, INC.
 
 
 

Delaware
  
No. 0-33347
  
91-1957010
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
Dwight D. Eisenhower Building, 2001 S Flint Road, Spokane, WA 99224
(Address of principal executive offices) (Zip Code)

(509) 568-7800
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 under any of the following provisions:
 
¨
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 communications 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 5.02
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.02.

Item 5.03
 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 The information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.03.

Item 5.07
 Submission of Matters to a Vote of Security Holders
 
Ambassadors Group, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 5, 2013 (the “2013 Meeting”). The results of the proposals voted on by the Company’s stockholders at the Annual Meeting were as follows:
 
1. To amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors of the Company (the “Board”).

For
  
Against
  
Abstentions
    
Broker
Non-Votes
12,891,609
  
100,236
  
15,427
    
2,288,146

As previously disclosed, on July 9, 2012, the Board unanimously approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate Amendment”) and an amendment to the Bylaws of the Company (the “Bylaws Amendment”, and together with the Certificate Amendment, collectively, the “Amendments”) to declassify the Board, subject to, and effective upon, the approval by the Company’s stockholders of the Certificate Amendment at the 2013 Meeting.

In connection with the proposed declassification of the Board, on July 9, 2012, each of the Class II directors, James M. Kalustian, Lisa Rapuano and Timothy M. Walsh, whose terms were scheduled to expire in 2015, and each of the Class III directors, Daniel G. Byrne, Nilofer Merchant and Peter H. Kamin, whose terms were scheduled to expire in 2014, tendered his or her resignation as a director of the Company, to be effective upon the approval of the Certificate Amendment by the stockholders of the Company at the 2013 Meeting.

Prior to the 2013 Meeting, the Board was divided into three classes, with each director elected for a three-year term. As a result of this proposal being approved, upon filing the Certificate Amendment with the Delaware Secretary of State, the Board was declassified and all of the directors will be elected at least annually.

2. If Proposal 1 to declassify the Board is approved by the stockholders, to elect eight (8) directors nominated by the Board to serve until the Company’s 2014 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
 
 Name
  
For
  
Withheld
  
 Broker
Non-Votes
           
James M. Kalustian
12,378,222
  
629,050
  
2,288,146
           
Lisa O’Dell Rapuano
12,795,408
  
211,864
  
2,288,146
           
Timothy M. Walsh
12,534,703
  
472,569
  
2,288,146
           
Ricardo Lopez Valencia
10,050,675
  
2,956,597
  
2,288,146
 
 
-2-
 
Debra Dulsky
12,844,245
  
163,027
  
2,288,146
           
Daniel G. Byrne
12,444,967
  
562,305
  
2,288,146
           
Nilofer Merchant
12,480,962
  
526,310
  
2,288,146
           
Peter H. Kamin
12,303,344
  
703,928
  
2,288,146
 
This proposal 2 was contingent upon the approval of proposal 1 to declassify the Board. Since proposal 1 to declassify the Board was approved,  the eight nominees who received the highest number of votes (all of the above individuals) were elected to the Board to hold office for a one-year term and until their respective successors are elected and qualified. Since proposal 1 was approved, proposal 3 set forth in the Company’s Proxy Statement to elect two Class I directors to serve until the Company’s 2016 Annual Meeting of Stockholders if proposal 1 to declassify the Board was not approved, was deemed null and void. 
 
 3. To approve, in an advisory vote, the compensation of the Company’s named executive officers.
 
For
    
Against
    
Abstentions
    
Broker
 Non-Votes
11,894,305     1,100,465     12,502     2,288,146
 
    This proposal was approved.

 
4. To approve the Company’s 2013 Stock Incentive Plan.
 
For
    
Against
    
Abstentions
    
Broker
Non-Votes
11,619,859     1,376,261     11,152     2,288,146
 
    This proposal was approved.

5. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013.
 
For
  
Against
  
Abstentions
15,131,312
  
35,045
  
129,061
 
    This proposal was approved.

 
Item 9.01
 Financial Statements and Exhibits.
 
(d)
Exhibits
 
     
 
Exhibit No.
  
 
Description
   
3.1
  
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
3.2
  
Certificate of Amendment of By-Laws of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
10.1
 
2013 Stock Incentive Plan incorporated by reference to the registrant’s Definitive Proxy Statement on Form 14A filed on May 6, 2013.
   


 
-3-
 


 
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.
 
 
AMBASSADORS GROUP, INC.
     
Date June 7, 2013
By:
 
/s/Anthony F. Dombrowik 
     
   
Anthony F. Dombrowik
Interim Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 
 
-4-
 
EXHIBIT INDEX
     
 
Exhibit No.
  
 
Description
   
3.1
  
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
3.2
  
Certificate of Amendment of By-Laws of Ambassadors Group, Inc. incorporated by reference to the registrant’s Form 8-K filed on July 10, 2012.
10.1
  
2013 Stock Incentive Plan incorporated by reference to the registrant’s Definitive Proxy Statement on Form 14A filed on May 6, 2013.