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TMCNet:  UNITED ONLINE INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

[December 20, 2013]

UNITED ONLINE INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2013, the Board of Directors (the "Board") of United Online, Inc. (the "Company") approved an amendment (the "Amendment") to the Amended and Restated Bylaws of the Company (the "Bylaws") to revise the voting standard for uncontested director elections to a majority vote standard rather than a plurality standard commencing with the 2014 annual meeting of stockholders. Under the majority vote standard, in order to be elected to the Board in an uncontested election, a nominee director must receive a greater number of votes cast "for" that director than the number of votes cast "against" that director. The Bylaws, as so amended, retain plurality voting for contested elections. Prior to the adoption of the Amendment, members of the Board were to be elected by a plurality of the votes cast, whether or not the election was contested.


The foregoing description is qualified in its entirety by reference to the Amendment to Amended and Restated Bylaws of United Online, Inc. attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description 3.1 Amendment to Amended and Restated Bylaws of United Online, Inc.

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