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): June 24, 2010

INNERWORKINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
000-52170
(Commission
File Number)
20-5997364
(I.R.S. Employer
Identification No.)
     
 
600 West Chicago Avenue
Suite 850
Chicago, Illinois
(Address of principal executive offices)
 
60654
(Zip Code)
     
 
(312) 642-3700
(Registrant’s telephone number, including area code)
  
 
 
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))
 
 
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           Effective June 30, 2010, Jan J. Sevcik no longer serves as the Chief Information Officer of InnerWorkings, Inc. (the “Company”).  Also effective June 30, 2010, the Company entered into a consulting arrangement with Mr. Sevcik pursuant to which he will provide consulting services to the Company through October 1, 2010, unless terminated earlier.  As compensation for such services, Mr. Sevcik will receive $10,000 per month and health insurance benefits through October 31, 2010.

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

The Annual Meeting of Stockholders of the Company was held on June 24, 2010.  The matters that were voted on at the meeting and the final voting results as to each such matter are set forth below:

1. 
Election of Directors:
 
   
For
    
Withheld
    
Broker Non-Votes
  
John R. Walter
     32,920,457       122,815       5,400,733  
Eric D. Belcher
     33,038,734       4,538       5,400,733  
Peter J. Barris
     32,921,959       121,313       5,400,733  
Sharyar Baradaran
     33,038,394       4,878       5,400,733  
Jack M. Greenberg
     32,844,705       198,567       5,400,733  
Linda S. Wolf
     33,039,357       3,915       5,400,733  
Eric P. Lefkofsky
     22,180,160       10,863,112       5,400,733  
Charles K. Bobrinskoy
     33,039,194       4,078       5,400,733  
Adam J. Gutstein
     32,959,310       83,962       5,400,733  

 
Effective June 24, 2010 following the Annual Meeting of Stockholders of the Company, the Board of Directors of the Company (the “Board”) elected Jack M. Greenberg to serve as Chairman of the Board.  Also effective June 24, 2010, the Board elected Linda S. Wolf to serve as Chairman of the Nominating and Corporate Governance Committee and John R. Walter to serve as Chairman of the Compensation Committee. Charles K. Bobrinskoy will continue to serve as the Chairman of the Audit Committee. The Board also voted to create an Executive Committee and, effective June 24, 2010, elected Mr. Walter to serve as Chairman of the Executive Committee.

2. 
Ratification of the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2010:
 
For
    
Against
    
Abstentions
    
Broker Non-Votes
  
  38,439,857       3,248       900       —  
 
 
2
 
 
 
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.
 
 
INNERWORKINGS, INC.
     
     
Dated: June 30, 2010
By:
/s/
 Joseph M. Busky
 
Name:
Joseph M. Busky
 
Title:
Chief Financial Officer
 
 
3