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 11, 2013
QAD Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22823 | 77-0105228 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 100 Innovation Place, Santa Barbara, California | | 93108 |
| (Address of principal executive offices) | | (Zip code) |
Registrant's telephone number, including area code (805) 566-6000
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 |
The voting results for the matters submitted to a vote of our stockholders at our Annual Meeting of Stockholders held on June 11, 2013, which are described in detail in our proxy statement filed with the Securities and Exchange Commission on May 7, 2013, are as follows:
| 1. | Election of six directors to hold office until our 2014 annual meeting of stockholders: |
CLASS A COMMON STOCK
| NUMBER OF SHARES FOR | % OF SHARES VOTED | NUMBER OF SHARES WITHHELD | % OF SHARES VOTED |
| | | | |
| Karl F. Lopker | 443,947 | 88.91% | 55,371 | 11.09% |
| | | | |
| Pamela M. Lopker | 439,848 | 88.09% | 59,470 | 11.91% |
| | | | |
| Scott J. Adelson | 494,080 | 98.95% | 5,238 | 1.05% |
| | | | |
| Thomas J. O’Malia | 490,369 | 98.21% | 8,949 | 1.79% |
| | | | |
| Lee D. Roberts | 490,369 | 98.21% | 8,949 | 1.79% |
| | | | |
| Peter R. van Cuylenburg | 489,702 | 98.07% | 9,616 | 1.93% |
CLASS B COMMON STOCK
| NUMBER OF SHARES FOR | % OF SHARES VOTED | NUMBER OF SHARES WITHHELD | % OF SHARES VOTED |
| | | | |
| Karl F. Lopker | 2,329,824 | 91.50% | 216,365 | 8.50% |
| | | | |
| Pamela M. Lopker | 2,330,304 | 91.52% | 215,885 | 8.48% |
| | | | |
| Scott J. Adelson | 2,527,277 | 99.26% | 18,912 | 0.74% |
| | | | |
| Thomas J. O’Malia | 2,525,352 | 99.18% | 20,837 | 0.82% |
| | | | |
| Lee D. Roberts | 2,525,452 | 99.19% | 20,737 | 0.81% |
| | | | |
| Peter R. van Cuylenburg | 2,525,112 | 99.17% | 21,077 | 0.83% |
| 2. | Advisory vote to approve the compensation paid to our Named Executives: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| | | | |
| Total Voted | 494,927 | 3,779 | 612 | -- |
| % of Voted | 99.12% | 0.75% | 0.12% | |
|
CLASS B COMMON STOCK
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| | | | |
| Total Voted | 2,532,357 | 10,712 | 3,120 | -- |
| % of Voted | 99.45% | 0.42% | 0.12% | |
| 3. | Advisory vote to approve the frequency of holding an advisory stockholder vote on the compensation paid to our Named Executives: |
| EVERY ONE YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN | BROKER NON-VOTES |
| | | | | |
| Total Voted | 468,028 | 13,492 | 16,963 | 835 | -- |
| % of Voted | 93.73% | 2.70% | 3.39% | 0.16% | |
| EVERY ONE YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN | BROKER NON-VOTES |
| | | | | |
| Total Voted | 2,507,319 | 4,006 | 28,948 | 5,916 | -- |
| % of Voted | 98.47% | 0.15% | 1.13% | 0.23% | |
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.
QAD Inc.
(Registrant)
| Date: June 14, 2013 | By: | /s/ Daniel Lender |
| | Daniel Lender |
| | Chief Financial Officer |
| | (on behalf of the Registrant and as Principal Financial Officer) |
