XO Group Inc. (NYSE:XOXO) Files An 8-K Submission of Matters to a Vote of Security Holders

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XO Group Inc. (NYSE:XOXO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

Submission of Matters to a Vote of Security
Holders.

XO Group Inc. (the Company) held its Annual Meeting of
Stockholders on May 25, 2017.

The stockholders:

Elected David Liu and Elizabeth Schimel as directors, whose
terms expire at the 2020 Annual Meeting of Stockholders, or
in each case until the directors successor is elected and
qualified.
Ratified the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for the
calendar year ending December 31, 2017.
Approved an amendment and restatement ofthe Companys 2009
Stock Incentive Plan, as amended (renamed the 2017 Stock
Incentive Plan), among other things, to increase the number
of authorized shares..

Advised that they approve the compensation of the Companys
named executive officers for the year ended December 31,
2016, as disclosed to the compensation disclosure rules of
the Securities and Exchange Commission (which disclosure
included the Compensation Discussion and Analysis, the
compensation tables, and any related material in the
Companys definitive proxy statement for the 2017 Annual
Meeting).

Advised that an advisory resolution with respect to
executive compensation should be presented to the
stockholders every year.

Shares of common stock were voted as follows:

Director Nominee For Against Withheld Broker Non-Votes
David Liu 20,210,234 1,206,812 3,056,540
Elizabeth Schimel 5,991,812 15,425,234 3,056,540
Proposal For Against Abstain Broker Non-Votes
Ratification of Ernst Young LLP 23,423,732 1,022,752 27,102
Approval of an amendment and restatement ofthe Companys 2009
Stock Incentive Plan, as amended (renamed the 2017 Stock
Incentive Plan), among other things, to increase the number
of authorized shares.
18,207,088 3,204,637 5,321 3,056,540
Advisory Vote on Executive Compensation 20,559,832 572,472 284,742 3,056,540
Proposal 1 Year 2 Years 3 Years Abstain
Advisory Vote on Future Advisory Votes on Executive
Compensation
16,715,238 12,303 4,310,393 379,112


About XO Group Inc. (NYSE:XOXO)

XO Group Inc. is engaged in providing content and marketing solutions, targeted advertising programs, transactions and merchandise. The Company guides couples through transformative life stages from getting married, to moving in together and having a baby through its multi-platform brands, including The Knot, The Bump and The Nest. The Company offers multi platform media and marketplace services that enable its advertising and transaction partners to connect with engaged audience in the wedding, pregnancy and parenting, and nesting markets. It reaches its audience through several platforms, including Websites, mobile applications, magazines and books, television, and video. The Company through its national digital advertising offers online programs, which include sponsored and brand-integrated content, digital and native banner advertisements, and direct e-mail marketing. Its local online advertising programs include online listings, digital advertisements and direct e-mail marketing.

XO Group Inc. (NYSE:XOXO) Recent Trading Information

XO Group Inc. (NYSE:XOXO) closed its last trading session down -0.37 at 16.57 with 134,794 shares trading hands.