SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 18, 2011
USA Mobility, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (800) 611-8488
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2011, USA Mobility, Inc. (the Company) held its 2011 Annual Meeting of Stockholders (the Annual Meeting). There were 22,097,188 shares of common stock eligible to vote, of which 20,295,812 shares were represented in person or by proxy at the Annual Meeting. The purpose of the Annual Meeting was to elect six directors; to ratify the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the year ending December 31, 2011; to approve, on an advisory basis, the compensation of the Companys Named Executive Officers (NEOs); and to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Companys NEOs on an annual basis. No other business was transacted.
Nominees for election to the Board of Directors were approved by a plurality of the votes properly cast by holders of the common stock present in person or by proxy at the Annual Meeting, each share being entitled to one vote. Shares withheld from voting on the election of directors, including broker non-votes, had no effect on the outcome of the election of directors. Six directors were elected to hold office until the next Annual Meeting and until their respective successors have been elected or appointed.
The results of the election of the directors; the ratification of the appointment of Grant Thornton LLP; the approval, on an advisory basis, on the compensation of the Companys NEOs; and the approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Companys NEOs on an annual basis were as follows:
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.