Document


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: August 9, 2017
(Date of earliest event reported)

CA, Inc.
(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)

1-9247
(Commission File Number)
 
13-2857434
(IRS Employer Identification No.)
 
 
 
520 Madison Avenue
New York, New York
(Address of principal executive offices)
 

10022
(Zip Code)

(800) 225-5224
(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 (see General Instruction A.2. below):

¨ 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 5.07    Submission of Matters to a Vote of Security Holders.

On August 9, 2017, CA, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). The Company’s stockholders voted on the matters outlined in the 2017 Proxy Statement ("Proxy Statement"), filed with the Securities and Exchange Commission on June 22, 2017. The final voting results on the proposals presented at the meeting are set forth below.

1. Proposal 1 – Election of Directors:
 
Shares For
Shares Against
Abstentions
Broker Non-Votes
Jens Alder
359,977,739
2,285,080
180,794
18,384,944
Raymond J. Bromark
358,259,090
3,979,490
205,033
18,384,944
Michael P. Gregoire
361,149,506
1,139,530
154,577
18,384,944
Rohit Kapoor
360,009,048
2,248,630
185,935
18,384,944
Jeffrey G. Katz
359,985,416
2,246,628
211,569
18,384,944
Kay Koplovitz
341,004,005
21,242,030
197,578
18,384,944
Christopher B. Lofgren
340,182,882
21,875,304
385,427
18,384,944
Richard Sulpizio
341,590,449
20,655,615
197,549
18,384,944
Laura S. Unger
339,987,108
22,280,645
175,860
18,384,944
Arthur F. Weinbach
341,780,653
20,231,219
431,741
18,384,944

Renato (Ron) Zambonini, who had been nominated in the Proxy Statement for re-election to the Company’s Board of Directors (the "Board"), passed away prior to the Annual Meeting. The Board chose not to submit a substitute nominee for Mr. Zambonini’s director position, and reduced the Board from eleven to ten members to eliminate the vacancy.

2. Proposal 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018:
 
Shares For
Shares Against
Abstentions
Proposal 2
377,118,359
3,421,745
288,453

3. Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers:
 
Shares For
Shares Against
Abstentions
Broker Non-Votes
Proposal 3
327,115,667
34,972,068
355,878
18,384,944

4. Proposal 4 – Approval, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s Named Executive Officers:
 
 One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
Proposal 4
337,528,483
463,736
24,196,951
254,443
18,384,944

5. Proposal 5 – Approval of the amendment to increase the number of authorized shares issuable under the CA, Inc. 2012 Compensation Plan for Non-Employee Directors:
 
Shares For
Shares Against
Abstentions
Broker Non-Votes
Proposal 5
360,130,722
2,042,153
270,738
18,384,944





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.

 
 
CA, Inc.
 
 
 
 
Date:
August 11, 2017
By:
/s/ Michael C. Bisignano
 
 
 
Michael C. Bisignano
 
 
 
Executive Vice President, General Counsel and Corporate Secretary