UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
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 13, 2017
iPass Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 000-50327 | | 93-1214598 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 3800 Bridge Parkway, Redwood Shores, California | | 94065 |
| (Address of principal executive offices) | | (Zip Code) |
(650) 232-4100
(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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
On June 16, 2017, iPass Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the voting results of the Annual Meeting of Stockholders held on June 13, 2017, including, among other matters, a stockholder advisory vote on the frequency of the stockholders’ advisory vote on compensation of the Company’s named executive officers. The sole purpose of this Current Report on Form 8-K/A is to disclose, in Item 5.07 thereof, the Company’s decision regarding how frequently it will hold an advisory vote on compensation of the Company’s named executive officers, which is included at the end of Item 5.07 below. No other changes have been made to the Original Report.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
On June 13, 2017, iPass Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). The final results of voting for each matter submitted to a vote of the stockholders at the Annual Meeting are as follows:
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| 1. | The stockholders elected Michael J. Tedesco, Michael M. Chang, Gary A. Griffiths, David E. Panos, Damien J. Park and Justin R. Spencer as directors of the Company, each to serve until the next annual meeting and until his respective successor has been duly elected and qualified. The voting for each director was as follows: |
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| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
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| Michael J. Tedesco | 24,209,651 | 910,262 | 28,421,990 |
| Michael M. Chang | 24,568,098 | 551,815 | 28,421,990 |
| Gary A. Griffiths | 24,207,251 | 912,662 | 28,421,990 |
| David E. Panos | 24,566,498 | 553,415 | 28,421,990 |
| Damien J. Park | 24,175,474 | 944,439 | 28,421,990 |
| Justin R. Spencer | 24,188,401 | 931,512 | 28,421,990 |
2. The stockholders ratified Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, by the following vote:
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| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 52,596,217 | | 835,385 | | 110,301 | | 0 |
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| 3. | The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s executive officers in 2016, as disclosed in the Company’s proxy statement for the Annual Meeting, by the following vote: |
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| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 23,550,417 | | 1,286,875 | | 282,621 | | 28,421,990 |
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| 4. | The stockholders approved, on an advisory (non-binding) basis, one year as the preferred frequency of advisory votes on executive compensation, as disclosed in the Company’s proxy statement for the Annual Meeting, by the following vote: |
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| One Year | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 23,139,480 | 204,784 | | 1,641,366 | | 134,283 | | 28,421,990 |
On July 31, 2017, the Board of Directors of the Company determined, in light of and consistent with the vote of the Company’s stockholders as to the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials each year until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
iPass Inc.
By: /s/ Darin Vickery
Darin Vickery
Chief Financial Officer
Dated: August 4, 2017
