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:  March 8, 2012
Date of Earliest Event Reported:  March 7, 2012
 
 
MAXIMUS, INC.
(Exact name of registrant as specified in its charter)


Virginia
 1-12997
54-1000588
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
11419 Sunset Hills Road,
Reston, Virginia
 
20190-5207
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (703) 251-8500

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:

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.

At our Annual Meeting of Shareholders held on March 7, 2012, our shareholders voted as follows:
 
(a)
To elect Richard A. Montoni, Raymond B. Ruddy and Wellington E. Webb as Class III Directors of the Company for a three-year term.
 
Nominee
      Total Votes For
  
Total Votes Withheld
Richard A. Montoni
30,791,931
  
694,337
Raymond B. Ruddy
29,316,561
  
2,169,707
Wellington E. Webb
31,252,878
  
233,390
 
Russell A. Beliveau, John J. Haley, Paul R. Lederer, Peter B. Pond, Marilyn R. Seymann and James R. Thompson, Jr. continued their terms in office after the meeting.
 
(b)
To approve the Company’s Annual Management Bonus Plan which is intended to satisfy the tax deduction requirements of Internal Revenue Code Section 162(m).
 
Total Votes For
30,699,119
Total Votes Against
784,859
Abstentions
2,290

 
(c)
To approve the Company’s 2011 Equity Incentive Plan and, in order to satisfy Internal Revenue Code Section 162(m), the performance goals thereunder.
 
Total Votes For
28,218,950
Total Votes Against
3,264,678
Abstentions
2,640

 
(d)
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and any related material contained in the Company’s Proxy Statement (“Say-on-Pay”).
 
Total Votes For
28,883,838
Total Votes Against
2,597,700
Abstentions
4,730

 
(e)
To ratify the appointment of Ernst & Young LLP as our independent public accountants for our 2012 fiscal year.
 
Total Votes For
31,835,098
Total Votes Against
526,178
Abstentions
0
 
 
 
 
 
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.

 
   
MAXIMUS, Inc.
  
         
         
Date:     March 8, 2012  By: /s/ David R. Francis  
     
David R. Francis
  
      General Counsel and Secretary