Item 4. Controls and Procedures
Item 4. Controls and Procedures
The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), after evaluating the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act
of 1934, as amended, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, the Company’s disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under such Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to management,
including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosures.
There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
First Advantage’s subsidiaries are involved in litigation from time to time in the ordinary course of their businesses. The Company does not believe that the outcome of any pending or threatened litigation involving these entities will have a material adverse effect on our financial position, operating results or
cash flows.
Item 1A.
Risk Factors
There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K for Fiscal Year Ending December 31, 2008.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3.
Defaults Upon Senior Securities
None
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Item 4.
Submission of Matters to a Vote of Security Holders
a)
The annual meeting of the shareholders (the “Meeting”) of First Advantage Corporation (the “Company”) was held on April 28, 2009.
b)
The names of the persons who were nominated to serve as directors of the Company for the ensuing year are listed below, together with a tabulation of the results of the voting with respect to each nominee. Each of the persons named was recommended by the Board of Directors and Nominating Committee of the Company and all such nominees were elected.
Name of Nominee
Votes For
Votes Withheld
Parker Kennedy
9,947,340
442,683
Anand Nallathambi
9,999,555
390,468
J. David Chatham
9,708,958
681,065
Barry Connelly
9,953,281
436,742
Frank McMahon
9,742,635
647,388
Donald Nickelson
7,769,680
2,620,343
Donald Robert
10,324,492
65,531
Jill Kanin-Lovers
10,187,926
202,097
D. Van Skilling
9,708,902
681,121
David Walker
9,092,155
1,297,868
Item 5.
Other Information
None
Item 6.
Exhibits
See Exhibit Index.
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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 thereunto duly authorized.
FIRST ADVANTAGE CORPORATION
(Registrant)
Date: July 30, 2009
By:
/s/ ANAND NALLATHAMBI
Name Anand Nallathambi
Title Chief Executive Officer
Company Name
Date: July 30, 2009
By:
/s/ JOHN LAMSON
Name: John Lamson
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
10.1
Third Amended and Restated Services Agreement between The First American Corporation and First Advantage Corporation, effective January 1, 2009.
31.1
Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.