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 7, 2010
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| (Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Ness Tower, Atidim High-Tech Industrial Park, Bldg 4, Tel Aviv | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +972 (3) 766-6800
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| (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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 7, 2010, Ness Technologies, Inc., a Delaware corporation (the “Company”), held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”).
The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) the approval of an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan to increase the maximum number of shares of the Company’s common stock that may be issued under the plan from 5,000,000 to 7,000,000; and (iii) the ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. The number of shares of common stock outstanding and eligible to vote as of the record date of April 12, 2010 was 38,282,590.
Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:
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Aharon Fogel | | | 24,190,616 | | | | 2,695,888 | |
Sachi Gerlitz | | | 26,374,282 | | | | 512,222 | |
Morris Wolfson | | | 25,030,437 | | | | 1,856,067 | |
Dr. Satyam C. Cherukuri | | | 26,535,451 | | | | 351,053 | |
Dan S. Suesskind | | | 25,205,035 | | | | 1,681,469 | |
P. Howard Edelstein | | | 22,888,930 | | | | 3,997,574 | |
Gabriel Eichler | | | 26,536,601 | | | | 349,903 | |
Ajit Bhushan | | | 26,535,051 | | | | 351,453 | |
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| Amendment to Amended and Restated 2007 Stock Incentive Plan | | | 17,877,064 | | | | 8,993,454 | | | | 15,986 | | | | 4,635,198 | |
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| Ratification of Appointment of Kost Forer Gabbay & Kasierer | | | 31,287,762 | | | | 231,026 | | | | 2,914 | | | | — | |
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.
| | NESS TECHNOLOGIES, INC. |
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| Dated: June 7, 2010 | By: | /s/ Ilan Rotem |
| | | Name: | Ilan Rotem |
| | | Title: | Chief Legal Officer and Secretary |
