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 3, 2011
(Date of earliest event reported)

CA, Inc.

(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)

1-9247		13-2857434
(Commission File Number)		(IRS Employer Identification No.)

One CA Plaza Islandia, New York		11749
(Address of principal executive offices)		(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):

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.

(a)		The annual meeting of stockholders of CA, Inc. (the “Company”) was held on August 3, 2011.
(b)		The final voting results on the proposals presented at the meeting are set forth below.

1. Election of Directors:

						Shares								Broker Non-
		Shares For				Against				Abstentions				Votes
Raymond J. Bromark			372,206,540				47,804,392				386,400				22,151,300
Gary J. Fernandes			372,694,767				47,315,527				387,038				22,151,300
Rohit Kapoor			375,386,177				33,256,911				11,754,244				22,151,300
Kay Koplovitz			372,565,121				47,400,228				431,983				22,151,300
Christopher B. Lofgren			375,105,667				44,914,100				377,565				22,151,300
William E. McCracken			375,647,916				44,367,275				382,141				22,151,300
Richard Sulpizio			372,724,719				47,288,475				384,138				22,151,300
Laura S. Unger			375,543,069				44,501,143				353,120				22,151,300
Arthur F. Weinbach			370,027,051				50,007,483				362,798				22,151,300
Renato (Ron) Zambonini			373,019,602				47,010,737				366,993				22,151,300

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, 2012:

														Broker Non-
		Shares For				Shares Against				Abstentions				Votes
Proposal 2			405,141,329				37,230,674				176,629				0

3. Proposal 3 — Advisory vote on compensation of the Company’s Named Executive Officers:

														Broker Non-
		Shares For				Shares Against				Abstentions				Votes
Proposal 3			367,493,570				52,686,850				216,912				22,151,300

4. Proposal 4 — Advisory vote on the frequency of the advisory vote on compensation of the Company’s Named Executive Officers:

Shares For

Shares For

Shares For

Broker Non-

One Year

Two Years

Three Years

Abstentions

Votes

Proposal 4

375,510,760

405,585

30,768,688

13,712,299

22,151,300

5. Proposal 5 — Approval of the CA, Inc. 2011 Incentive Plan:

														Broker Non-
		Shares For				Shares Against				Abstentions				Votes
Proposal 5			347,139,472				72,826,605				431,255				22,151,300

6. Proposal 6 — Approval of the CA, Inc. 2012 Employee Stock Purchase Plan:

														Broker Non-
		Shares For				Shares Against				Abstentions				Votes
Proposal 6			415,801,287				4,193,520				402,525				22,151,300

(d)

Disclosure regarding the frequency of the stockholder advisory vote on compensation of the Company’s Named Executive Officers:

A majority of the votes cast by stockholders voted, on an advisory basis, to hold an annual advisory vote on compensation of the Company’s Named Executive Officers. The Company’s Board of Directors had recommended an annual advisory vote in the Company’s 2011 Annual Proxy Statement. Therefore, the Board of Directors has determined that it will include a stockholder advisory vote on compensation of its Named Executive Officers in its proxy materials annually until the next advisory vote on the frequency of the advisory vote on compensation of the Company’s Named Executive Officers, which will occur no later than the Company’s 2017 annual meeting of stockholders.

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.