Black Box Corporation (NASDAQ:BBOX) Files An 8-K Submission of Matters to a Vote of Security Holders

Black Box Corporation (NASDAQ:BBOX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

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Submission of Matters to a Vote of Security Holders.

On August 8, 2017, Black Box Corporation (the "Company") held its annual meeting of stockholders (the "2017 Annual Meeting"). The final voting results of the following proposals voted on at the 2017 Annual Meeting, each as described in further detail in the definitive proxy statement filed by the Company on June 29, 2017 (File No. 000-18706) (the "Proxy Statement") are provided below.

Proposal 1. Each of the nominees for election to the Board was elected to hold office for a one-year term and until his respective successor is elected and qualified by the following votes:

Name

For

Withheld

Broker Non-Votes

Cynthia J. Comparin

12,361,487

95,435

1,536,538

Richard L. Crouch

12,160,319

296,603

1,536,538

Richard C. Elias

12,317,079

139,843

1,536,538

Thomas W. Golonski

12,156,168

300,754

1,536,538

Thomas G. Greig

12,160,528

296,394

1,536,538

John S. Heller

12,319,321

137,601

1,536,538

William H. Hernandez

12,246,288

210,634

1,536,538

E.C. Sykes

12,250,204

206,718

1,536,538

Joel T. Trammell

12,310,229

146,693

1,536,538

Proposal 2. The ratification of the appointment by the Audit Committee of the Board of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending March31, 2018 was approved by the following vote:

For:

13,863,680

Against:

124,975

Abstained:

4,805

Broker Non-Votes:

Proposal 3. The compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2017 Annual Meeting, was approved, on a non-binding advisory basis, by the following vote:

For:

11,216,490

Against:

1,233,591

Abstained:

6,840

Broker Non-Votes:

1,536,539

Proposal 4. The frequency of the non-binding advisory vote regarding compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2017 Annual Meeting, was recommended, on a non-binding advisory basis, by the following vote:

Every Year:

9,481,374

Every 2 Years:

8,882

Every 3 Years:

2,961,631

Abstained:

5,037

Broker Non-Votes:

1,536,536

In light of the stockholder vote at the Annual Meeting on Proposal 4 as reported above, the Board has determined that the Company will include a non-binding, advisory vote in its proxy materials for its annual meeting of stockholders to approve the compensation of its named executive officers as disclosed in such proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

Proposal 5. The Amended and Restated 2008 Long-Term Incentive Plan was approved by the following vote:

For:

11,491,992

Against:

958,059

Abstained:

6,870

Broker Non-Votes:

1,536,539


About Black Box Corporation (NASDAQ:BBOX)

Black Box Corporation is a technology solutions provider. The Company is engaged in designing, building, managing and securing the information technology (IT) infrastructure. Offerings under the Company’s Products platform include IT infrastructure, specialty networking, multimedia and keyboard/video/mouse (KVM) switching. Offerings under its Services platform include unified communications, data infrastructure and managed services. It conducts business globally and manages its business on a geographic-service type basis consisting of four segments: North America Products, North America Services, International Products and International Services. The offerings of its Products platform are distributed through value-added resellers, direct marketing manufacturers, mass merchandisers, Web retailers and others. The offerings of its Services platform are distributed through value-added resellers, manufacturers and large system integrators, among others.

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