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
May 1, 2017
Date of Report (Date of earliest event reported)
MONOTYPE IMAGING HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33612 | 20-3289482 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
600 Unicorn Park Drive
Woburn, Massachusetts 01801
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (781) 970-6000
Not Applicable
(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):
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Stockholders of Monotype Imaging Holdings Inc. (the “Company”), which was held on May 1, 2017 (the “Annual Meeting”), the Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement and Definitive Additional Proxy Soliciting Materials filed with the Securities and Exchange Commission on April 5, 2017 and April 19, 2017, respectively: (i) to elect Robert L. Lentz, Douglas J. Shaw and Peter J. Simone as Class II directors of the Company to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal; (ii) to hold an advisory vote to approve the compensation of the Company’s named executive officers; (iii) to hold an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 3”); (iv) to approve the Company’s Third Amended and Restated 2007 Stock Option and Incentive Plan, which includes an increase of 1,320,000 shares available for issuance under such plan; and (v) to ratify the audit committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The result of the voting at the Annual Meeting is as follows:
Proposal 1. Election of Directors
For | Against | Abstain | Broker Non-Votes | |||||
Robert L. Lentz | 36,252,245 | 125,442 | 6,785 | 2,299,153 | ||||
Douglas J. Shaw | 35,323,104 | 1,059,625 | 1,743 | 2,299,153 | ||||
Peter J. Simone | 36,198,780 | 175,224 | 10,468 | 2,299,153 |
Proposal 2. Advisory Vote on Executive Compensation
For | Against | Abstain | Broker Non-Votes | |||
35,304,728 | 1,000,905 | 78,839 | 2,299,153 |
Proposal 3. Frequency of Advisory Vote on Executive Compensation
Annual | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
30,437,068 | 24,266 | 5,793,367 | 129,771 | 2,299,153 |
Proposal 4. Approval of the Third Amended and Restated 2007 Stock Option and Incentive Plan
For | Against | Abstain | Broker Non-Votes | |||
35,284,228 | 1,050,488 | 49,756 | 2,299,153 |
Proposal 5. Ratification of Independent Registered Public Accounting Firm
For | Against | Abstain | Broker Non-Votes | |||
38,605,434 | 76,592 | 1,599 | — |
(d) In light of the vote on Proposal 3 and the Company’s Board of Directors’ recommendation that stockholders vote to hold future advisory votes on executive compensation each year, the Company will hold such vote each year until the next required vote on the frequency of stockholders votes on the compensation of executives.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
MONOTYPE IMAGING HOLDINGS INC. | ||||||
May 1, 2017 | By: | /s/ Scott E. Landers | ||||
Scott E. Landers | ||||||
Chief Executive Officer |