MoneyGram Form 8-K 2015 ASM




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 8, 2015

MoneyGram International, Inc.
_________________________________________________
(Exact name of registrant as specified in its charter)


Delaware 
(State or other jurisdiction of incorporation)
1-31950 
(Commission File Number)
16-1690064 
(I.R.S. Employer
Identification Number) 

2828 N. Harwood Street, 15th Floor
Dallas, Texas
(Address of principal
executive offices)



75201
(Zip code)

Registrant’s telephone number, including area code: (214) 999-7552
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.
As described below in Item 5.07, at the 2015 Annual Meeting of Stockholders of MoneyGram International, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the MoneyGram International, Inc. 2005 Omnibus Incentive Plan (as so amended, the “Omnibus Plan”) in order to, among other things:
 
 
Increase the aggregate number of shares that the Company may issue under the Omnibus Plan by 2,500,000 shares.
 
 
Extend the term of the Omnibus Plan to May 7, 2025.
 
 
Include fungible share counting provisions pursuant to which shares subject to awards granted under a designated “fungible share pool” will be counted against the specified share limit (A) as one (1) share for every one (1) share subject to an option, stock appreciation right or other award for which a participant pays, or the value of the award is reduced by, an amount at least equal to the fair market value of common stock as of the grant date of the award and (B) as 1.75 shares for every one (1) share subject to an award that is not an option, stock appreciation right or other award for which a participant pays, or the value of the award is reduced by, an amount at least equal to the fair market value of common stock as of the grant date of the award.
 
 
Increase the per person annual limit on certain share-based awards to 550,000 shares.
 
A description of the material terms of the Omnibus Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2015. In addition, the foregoing summary is qualified in its entirety by reference to the full text of the Omnibus Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its 2015 Annual Meeting of Stockholders on May 8, 2015. The following matters were voted on by the Company’s stockholders and received the following votes:
Proposal 1. The Company’s stockholders elected the following individuals to serve as directors of the Company for a one-year term expiring at the Company’s 2016 annual meeting of stockholders:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
J. Coley Clark
 
36,506,096
 
12,481,818
 
74,197
 
2,261,990
Victor W. Dahir
 
48,695,125
 
292,728
 
74,258
 
2,261,990
Antonio O. Garza
 
36,541,519
 
12,446,139
 
74,453
 
2,261,990
Seth W. Lawry
 
33,699,151
 
15,287,531
 
75,429
 
2,261,990
Pamela H. Patsley
 
48,443,499
 
587,102
 
31,510
 
2,261,990
Ganesh B. Rao
 
48,065,448
 
921,103
 
75,560
 
2,261,990
W. Bruce Turner
 
48,693,920
 
292,813
 
75,378
 
2,261,990
Peggy Vaughan
 
48,694,732
 
292,819
 
74,560
 
2,261,990
Proposal 2. The Company’s stockholders approved the proposed amendment and restatement of the Omnibus Plan (as described in Item 5.02 above).
For
 
Against
 
Abstain
 
Broker Non-Votes
46,990,513
 
1,972,379
 
99,219
 
2,261,990






Proposal 3. The Company’s stockholders approved the material terms of the Omnibus Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended.
For
 
Against
 
Abstain
 
Broker Non-Votes
41,279,196
 
7,684,670
 
98,245
 
2,261,990

Proposal 4. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2015.
For
 
Against
 
Abstain
51,111,591
 
127,843
 
84,667

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.

10.1
MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended and restated effective May 8, 2015.             
    






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.
 
MONEYGRAM INTERNATIONAL, INC.
 
 
 
 
By:
/s/ Francis Aaron Henry
 
Name:
Francis Aaron Henry
 
Title:
Executive Vice President, General Counsel
 
 
and Secretary

Date:    May 13, 2015







EXHIBIT INDEX
Exhibit No.
 
Exhibit Description
10.1
 
MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended and restated effective May 8, 2015.