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): May 11, 2010
LoopNet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-52026
(Commission File Number)
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77-0463987
(IRS Employer Identification No.) |
LoopNet, Inc.
185 Berry Street, Suite 4000
San Francisco, CA 94107
(Address of principal executive
offices, with zip code)
(415) 243-4200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a)(1) On May 11, 2010, the Board of Directors (the “Board”) of LoopNet, Inc. (the “Company”)
approved Amended and Restated Bylaws for the Company (the “Restated Bylaws”), effective
immediately. The full text of the Restated Bylaws is filed herewith as Exhibit 3.1.
(b) The Restated Bylaws amend the prior bylaws of the Company by adding Section 3.14 (Lead
Independent Director), to provide that when the chairman of the Board is the Company’s Chief
Executive Officer or is otherwise not an “independent director,” the Board shall select a director
from among the Board’s independent directors to serve as Lead Independent Director. The Restated
Bylaws also provide that the Lead Independent Director may call special meetings of the Board. In
addition, the Restated Bylaws updated Section 3.1 (Number of Directors) to specify that the number
of directors constituting the Board shall be seven; provided, however, that the number of directors
shall be fixed from time to time by resolution of the entire Board and subject to the rights of the
holders of the shares of any series of preferred stock. The Restated Bylaws also effect several
additional minor clarifications and revisions and reference is made to the complete bylaws filed as
Exhibit 3.1.
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Stockholders on May 11, 2010 (the “Annual Meeting”).
At the Annual Meeting, the stockholders elected each of the two Class I director nominees to
serve on the Company’s Board until the 2013 Annual Meeting of Stockholders or until his successor
is duly elected and qualified:
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Broker |
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Withhold |
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Non-Votes |
William Byrnes |
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31,975,478.2 |
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345,705 |
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5,832,061 |
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Thomas E. Unterman |
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27,095,237.2 |
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5,225,946 |
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5,832,061 |
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At the Annual Meeting, the stockholders also ratified Ernst & Young LLP as the Company’s
independent registered accounting firm for 2010:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
38,109,956.2 |
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19,392 |
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23,896 |
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N/A |
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In addition, at the Annual Meeting, the holders of the Company’s Series A Convertible
Preferred Stock elected a director to serve a one-year term on the Company’s Board:
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Broker |
| Director |
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For |
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Against |
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Abstain |
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Non-Votes |
James T. Farrell |
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50,000 |
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0 |
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0 |
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N/A |
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