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):August 11, 2016
DETERMINE, INC.
(Exact name of Company as specified in Charter)
Delaware
(State or other jurisdiction of
incorporation or organization) | | 000-29637
(Commission File No.) | | 77-0432030
(IRS Employee Identification No.) |
615 West Carmel Drive, Suite 100
Carmel, Indiana 46032
(Address of Principal Executive Offices)
(650) 532-1500
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
| ☐ | 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 240.13(e)-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the stockholders (the “Annual Meeting”) was held on August 11, 2016. The following matters were voted on at the Annual Meeting. The matters are more fully described in the Company’s Definitive Proxy Statement for the 2016 Annual Meeting, as filed with the SEC on July 7, 2016 (the “Proxy Statement”).
1. | Election of Directors.The six nominees named in the Proxy Statement were elected with the following votes to the Company’s Board of Directors, to serve until the Company’s 2017 Annual Meeting, or until their successors are elected and qualified: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
Michael Brodsky | 4,133,279 | 47,068 | 510 | 1,917,533 |
Patrick Stakenas | 4,150,696 | 30,151 | 10 | 1,917,533 |
Alan Howe | 3,919,226 | 261,203 | 428 | 1,917,533 |
J. Michael Gullard | 4,039,676 | 140,753 | 428 | 1,917,533 |
Lloyd Sems | 4,063,757 | 117,090 | 10 | 1,917,533 |
Michael J. Casey | 4,134,249 | 46,180 | 428 | 1,917,533 |
2. | The proposal toratify the appointment of Armanino LLP (“Armanino”) as the Company’s independent publicaccountants for the fiscal year ending March 31, 2017.The proposal passed with the following votes: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
6,067,705 | 30,234 | 451 | 0 |
3. | Thenon-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers.The proposal passed with the following votes: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
4,107,038 | 73,266 | 553 | 1,917,533 |
4. | The proposal toratifyan amendment (the “Amendment”) to theDetermine, Inc.2015 Equity Incentive Plan to increase the number of shares of common stock available for issuancethereunderby 2,500,000 shares from 1,500,000 to 4,000,000.The proposal passed with the following votes: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
3,703,276 | 477,171 | 410 | 1,917,533 |
The Determine, Inc. 2015 Equity Incentive Plan, as amended by the Amendment, is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein. The description of the Amendment above is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01 | Financial Statements and Exhibits. |
10.1 | Determine, Inc. 2015 Equity Incentive Plan, as amended by Amendment Number 1 to the Determine, Inc. 2015 Equity Incentive Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 11, 2016
| DETERMINE, INC. By: /s/ John Nolan Name: John Nolan Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | | Description |
10.1 | | Determine, Inc. 2015 Equity Incentive Plan, as amended by Amendment Number 1 to the Determine, Inc. 2015 Equity Incentive Plan. |
