Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 2, 2010
Date of Report (date of earliest event reported)
ADVENT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
State of Delaware | | 0-26994 | | 94-2901952 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
600 Townsend Street
San Francisco, California 94103
(Address of principal executive offices)
(415) 543-7696
(Registrant’s telephone number, including area code)
(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))
Table of Contents
TABLE OF CONTENTS
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Stockholders of Advent Software, Inc. (the “Company”) held on June 2, 2010 (the “Annual Meeting”), the stockholders of the Company voted on and approved the amended and restated 2002 Stock Plan (the “2002 Stock Plan”), including the reservation of an additional 1,500,000 shares of common stock for issuance thereunder.
The terms and conditions of the 2002 Stock Plan are described in the Company’s Proxy Statement dated April 16, 2010 (the “2010 Proxy Statement”). The 2002 Stock Plan is attached and filed as Exhibit 10.1 to this current report on Form 8-K, and is incorporated by reference herein.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Annual Meeting, the stockholders of the Company approved amendments to the Company’s Certificate of Incorporation and Bylaws as described below in Item 5.07. The amended and restated Certificate of Incorporation and Bylaws are attached and filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this current report on Form 8-K and are incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see the Company’s 2010 Proxy Statement.
Proposal 1. To elect seven directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
| | Number of Shares | |
| | For | | Withheld | | Broker
Non-Votes | |
| | | | | | | |
John H. Scully | | 21,993,661 | | 725,180 | | 1,086,797 | |
Stephanie G. DiMarco | | 22,697,501 | | 21,340 | | 1,086,797 | |
A. George Battle | | 19,771,625 | | 2,947,216 | | 1,086,797 | |
James D. Kirsner | | 21,853,227 | | 865,614 | | 1,086,797 | |
Christine S. Manfredi | | 22,692,380 | | 26,461 | | 1,086,797 | |
James P. Roemer | | 21,854,172 | | 864,669 | | 1,086,797 | |
Wendell G. Van Auken | | 22,470,344 | | 248,497 | | 1,086,797 | |
Proposal 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2010.
Number of Shares | |
For | | Against | | Abstained | | Broker
Non-Votes | |
| | | | | | | |
23,691,273 | | 108,713 | | 5,652 | | — | |
2
Table of Contents
Proposal 3. To approve the Company’s amended and restated 2002 Stock Plan, including reserving an additional 1,500,000 shares of Common Stock for issuance thereunder.
Number of Shares | |
For | | Against | | Abstained | | Broker
Non-Votes | |
| | | | | | | |
17,361,042 | | 5,348,088 | | 9,711 | | 1,086,797 | |
Proposal 4. To approve an amendment to the Company’s Bylaws to provide for majority voting in uncontested director elections.
Number of Shares | |
For | | Against | | Abstained | | Broker
Non-Votes | |
| | | | | | | |
23,324,601 | | 465,040 | | 15,997 | | — | |
Proposal 5. To approve amendments to the Company’s Second Amended and Restated Certification of Incorporation and Bylaws to permit stockholder action to be taken only at a duly called Annual or Special Meeting and to remove Stockholder Action by Written Consent.
Number of Shares | |
For | | Against | | Abstained | | Broker
Non-Votes | |
| | | | | | | |
15,453,836 | | 8,337,944 | | 13,858 | | — | |
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K.
Exhibit No. | | Exhibit Description |
3.1 | | Third Amended and Restated Certificate of Incorporation of Advent Software, Inc. |
3.2 | | Amended and Restated Bylaws of Advent Software, Inc. |
10.1 | | 2002 Stock Plan |
3
Table of Contents
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.
| ADVENT SOFTWARE, INC. |
| | |
| | |
| By: | /s/ James S. Cox |
| | James S. Cox |
| | Senior Vice President and |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
Dated: June 8, 2010
4
