- Current report filing (8-K)
05 Août 2011 - 9:50PM
Edgar (US Regulatory)
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)
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1-9247
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13-2857434
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(Commission File Number)
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(IRS Employer Identification No.)
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One CA Plaza
Islandia, New York
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11749
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(Address of principal executive offices)
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(Zip Code)
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(800) 225-5224
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(a)
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The annual meeting of stockholders of CA, Inc. (the Company) was held on August 3, 2011.
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(b)
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The final voting results on the proposals presented at the meeting are set forth below.
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1. Election of Directors:
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Shares
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Broker Non-
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Shares For
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Against
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Abstentions
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Votes
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Raymond J. Bromark
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372,206,540
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47,804,392
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386,400
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22,151,300
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Gary J. Fernandes
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372,694,767
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47,315,527
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387,038
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22,151,300
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Rohit Kapoor
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375,386,177
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33,256,911
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11,754,244
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22,151,300
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Kay Koplovitz
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372,565,121
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47,400,228
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431,983
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22,151,300
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Christopher B. Lofgren
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375,105,667
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44,914,100
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377,565
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22,151,300
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William E. McCracken
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375,647,916
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44,367,275
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382,141
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22,151,300
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Richard Sulpizio
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372,724,719
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47,288,475
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384,138
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22,151,300
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Laura S. Unger
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375,543,069
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44,501,143
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353,120
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22,151,300
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Arthur F. Weinbach
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370,027,051
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50,007,483
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362,798
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22,151,300
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Renato (Ron) Zambonini
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373,019,602
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47,010,737
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366,993
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22,151,300
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2. Proposal 2 Ratification of the appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending March 31, 2012:
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Broker Non-
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Shares For
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Shares Against
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Abstentions
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Votes
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Proposal 2
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405,141,329
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37,230,674
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176,629
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0
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3. Proposal 3 Advisory vote on compensation of the Companys Named Executive Officers:
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Broker Non-
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Shares For
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Shares Against
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Abstentions
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Votes
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Proposal 3
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367,493,570
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52,686,850
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216,912
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22,151,300
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4. Proposal 4 Advisory vote on the frequency of the advisory vote on compensation of the
Companys Named Executive Officers:
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Shares For
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Shares For
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Shares For
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Broker Non-
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One Year
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Two Years
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Three Years
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Abstentions
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Votes
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Proposal 4
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375,510,760
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405,585
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30,768,688
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13,712,299
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22,151,300
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5. Proposal 5 Approval of the CA, Inc. 2011 Incentive Plan:
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Broker Non-
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Shares For
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Shares Against
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Abstentions
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Votes
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Proposal 5
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347,139,472
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72,826,605
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431,255
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22,151,300
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6. Proposal 6 Approval of the CA, Inc. 2012 Employee Stock Purchase Plan:
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Broker Non-
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Shares For
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Shares Against
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Abstentions
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Votes
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Proposal 6
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415,801,287
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4,193,520
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402,525
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22,151,300
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(d)
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Disclosure regarding the frequency of the stockholder advisory vote on compensation of the
Companys Named Executive Officers:
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A majority of the votes cast by stockholders voted, on an advisory basis, to hold an annual
advisory vote on compensation of the Companys Named Executive Officers. The Companys Board of
Directors had recommended an annual advisory vote in the Companys 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 Companys Named
Executive Officers, which will occur no later than the Companys 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.
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CA, Inc.
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Date: August 5, 2011
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By:
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/s/ C.H.R. DuPree
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C.H.R. DuPree
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Senior Vice President, Corporate
Governance, and Corporate Secretary
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