Form 8-K
 
 

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 (Date of earliest event reported): May 18, 2011

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Exact name of registrant as specified in its charter)

         
Luxembourg   1-34354   N/A
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
291, route d’Arlon
Luxembourg City
  L-1150
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 352 24 69 79 00

 
N/A
(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))

 
 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Definitive Proxy Statement the (“Proxy Statement”) Ms. Silke Andresen-Kienz did not stand for re-election to the Board of Directors (the “Board”) at the annual meeting of shareholders held on May 18, 2011 (the “Shareholder Meeting”) of Altisource Portfolio Solutions S.A. (the “Company”). To replace Ms. Andresen-Kienz, Mr. W. Michael Linn was elected to the Board of the Company at the Shareholder Meeting. 

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2011, the Company held the Shareholder Meeting. The final results for each matter submitted to a vote of shareholders at the meeting were as follows.

(i)  The following directors were elected at the meeting and the voting for each director was as follows:

                         
Name   For     Withheld     Broker Non-Votes  
William C. Erbey
    16,053,840       3,501,011       2,550,808  
W. Michael Linn
    19,418,998       135,853       2,550,808  
Roland Müller-Ineichen
    19,416,736       138,115       2,550,808  
William B. Shepro
    19,383,479       171,372       2,550,808  
Timo Vättö
    19,417,203       137,648       2,550,808  

(ii) Deloitte & Touche LLP was approved as the Company’s independent registered certified public accounting firm for 2011 and Deloitte S.A. was approved as the Company’s certified auditor for all statutory accounts as required by Luxembourg law for the same period by the following vote:

         
Name   Votes  
For:
    21,990,344  
Against:
    392  
Abstain:
    114,923  
Broker Non-Votes
    N/A  

(iii) The Directors’ Reports (“Rapports De Gestion”) on the Luxembourg Statutory Accounts for the Company for the year ended December 31, 2010 was approved and ratified by the following vote:

         
Name   Votes  
For:
    21,988,508  
Against:
    710  
Abstain:
    116,441  
Broker Non-Votes
    N/A  

 

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(iv) The Company’s Luxembourg Statutory Accounts for the year ended December 31, 2010 and the allocation of the results for the year ended December 31, 2010 were approved by the following vote:

         
Name   Votes  
For:
    21,961,075  
 
     
Against:
    6,798  
 
     
Abstain:
    137,786  
 
     
Broker Non-Votes
    N/A  
 
     

(v) The discharge of each of the current and past directors of the Company for the performance of their mandate during the year ended December 31, 2010 was approved by the following vote:

         
Name   Votes  
For:
    21,943,074  
 
     
Against:
    45,006  
 
     
Abstain:
    117,579  
 
     
Broker Non-Votes
    N/A  
 
     

(vi) The compensation of Altisource’s named executive officers, as disclosed in the Company’s Proxy Statement was approved (“Say-on-Pay”), on an advisory basis, by the following vote:

         
Name   Votes  
For:
    19,251,477  
 
     
Against:
    27,711  
 
     
Abstain:
    275,663  
 
     
Broker Non-Votes
    2,550,808  
 
     

(vii) The frequency that an advisory vote on executive compensation should be presented to the shareholders was approved (“Frequency of Say-on-Pay”), on an advisory basis, as three years, by the following vote:

         
Name   Votes  
One Year   5,650,756  
Two Years   49,113  
Three Years
    13,580,858  
Abstain
    274,124  

(viii) A change in Directors’ compensation, as disclosed in the Proxy Statement, was approved by the following vote:

         
Name   Votes  
For:
    21,732,115  
 
     
Against:
    92,538  
 
     
Abstain:
    281,006  
 
     
Broker Non-Votes
    N/A  
 
     

 

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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.

         
    ALTISOURCE PORTFOLIO SOLUTIONS S.A.
     
 
  (Registrant)
 
   
 
  By:     /s/ Robert D. Stiles  
 
      Robert D. Stiles  
 
      Chief Financial Officer Date: May 23, 2011 

 

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