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 21, 2013
CROSSROADS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15331 | 74-2846643 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
11000 North Mo-Pac Expressway
Austin, Texas 78759
(Address of principal executive offices)
(512) 349-0300
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:
| ¨ | 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. |
The registrant held its 2013 Annual Meeting of Stockholders on June 21, 2013. The following is a summary of each matter voted upon at the 2013 Annual Meeting.
Proposal 1. Election of Directors
At the meeting, the registrant’s stockholders elected a board of directors consisting of the following four members to serve until the 2014 Annual Meeting, until their successors are elected and qualified or until their earlier death or resignation. The voting results were as follows:
| | | | For | | | | Withheld | |
| Richard K. Coleman, Jr. | | | 3,358,230 | | | | 364,637 | |
| Jeffrey E. Eberwein | | | 3,335,081 | | | | 387,786 | |
| Don Pearce | | | 3,241,653 | | | | 481,214 | |
| Robert G. Pearse | | | 3,358,005 | | | | 364,862 | |
Proposal 2. Ratification of Independent Public Accounting Firm
The registrant’s stockholders ratified the appointment of PMB Helin Donovan, LLP as the registrant’s independent registered public accounting firm for the fiscal year ending October 31, 2013. The voting results were as follows:
| | For | | | | Against | | | | Abstentions | |
| | 9,139,275 | | | | 30,319 | | | | 2,593 | |
Proposal 3. Issuance of Common Stock
The registrant’s stockholders approved the issuance of common stock upon conversion of registrant’s 5.0% Series F Convertible Preferred Stock, upon a potential stock dividends on the registrant’s 5.0% Series Convertible Preferred Stock and upon exercise of the registrant’s warrants issued in its March 2013 private placement. The voting results were as follows:
| | For | | | | Against | | | | Abstentions | |
| | 3,596,509 | | | | 110,540 | | | | 15,818 | |
Proposal 4. Approval of Executive Compensation
The registrant’s stockholders approved, on an advisory basis, the compensation of the registrant’s named executive officers as described in the proxy statement. The voting results were as follows:
| | For | | | | Against | | | | Abstentions | |
| | 3,582,503 | | | | 134,950 | | | | 5,414 | |
Proposal 5. Frequency of Advisory Vote on Executive Compensation
The registrant’s stockholders recommended an advisory vote on executive compensation occur once every three (3) years. The voting results were as follows:
| | 1 year | | | | 2 years | | | | 3 years | | | | Abstentions | |
| | 1,320,485 | | | | 26,281 | | | | 2,261,411 | | | | 114,690 | |
There were 5,449,320 broker non-votes on Proposals 1, 3, 4 and 5.
SIGNATURE
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.
| | CROSSROADS SYSTEMS, INC. | |
| | | | |
| | | | |
| Date: June 26, 2013 | By: | /s/ Jennifer Crane | |
| | | Name: Jennifer Crane | |
| | | Title: Chief Financial Officer | |
