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 5, 2012
EPIQ SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Missouri |
| 000-22081 |
| 48-1056429 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
501 Kansas Avenue
Kansas City, Kansas 66105
(Address of principal executive offices, including zip code)
(913) 621-9500
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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.
On June 5, 2012, Epiq Systems, Inc. (“Epiq”) held its 2012 Annual Meeting of Shareholders. The shareholders considered and voted on three proposals submitted for shareholder vote, each of which is described in detail in Epiq’s 2012 Proxy Statement. There were 36,032,681 shares of Common Stock entitled to vote at the meeting, and a total of 35,318,124 shares, or 98.0% of the outstanding shares of Common Stock, were represented at the meeting. The following is a brief description of the matters voted on at the Annual Meeting of Shareholders and the final results of such voting:
Proposal 1. Election of Directors
The nominees for election to the board of directors were elected, each for a one-year term until the 2013 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, based upon the following votes:
|
| For |
| Withheld |
| Abstain |
| Broker |
|
|
|
|
|
|
|
|
|
|
|
Tom W. Olofson |
| 32,158,584 |
| 1,609,145 |
| — |
| 1,550,395 |
|
Christopher E. Olofson |
| 32,878,558 |
| 889,171 |
| — |
| 1,550,395 |
|
W. Bryan Satterlee |
| 29,596,890 |
| 4,170,839 |
| — |
| 1,550,395 |
|
Edward M. Connolly, Jr. |
| 27,764,745 |
| 6,002,984 |
| — |
| 1,550,395 |
|
James A. Byrnes |
| 29,632,385 |
| 4,135,344 |
| — |
| 1,550,395 |
|
Joel Pelofsky |
| 29,628,485 |
| 4,139,244 |
| — |
| 1,550,395 |
|
Charles C. Connely, IV |
| 31,347,430 |
| 2,420,299 |
| — |
| 1,550,395 |
|
Proposal 2. Ratification of Independent Registered Public Accounting Firm
The board of directors’ proposal to ratify the appointment of Deloitte & Touche LLP as Epiq’s independent registered public accounting firm for the year ending December 31, 2012 was approved based upon the following votes:
Votes for |
| 35,232,395 |
|
Votes against |
| 84,301 |
|
Abstentions |
| 1,428 |
|
Proposal 3. Advisory (Non-Binding) Vote Approving the Compensation of our Named Executive Officers
The board of directors’ proposal for shareholders to approve, on an advisory (non-binding) basis, the compensation of Epiq’s named executive officers was not approved based upon the following votes:
Votes for |
| 10,186,073 |
|
Votes against |
| 23,568,286 |
|
Abstentions |
| 13,370 |
|
Broker non-votes |
| 1,550,395 |
|
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.
| EPIQ SYSTEMS, INC. | |
|
| |
Date: June 8, 2012 |
| |
|
| |
| By: | /s/ Tom W. Olofson |
| Name: | Tom W. Olofson |
| Title: | Chairman of the Board, Chief Executive Officer and Director |