UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 24, 2015
________________________
COMVERSE, INC.
(Exact name of registrant as specified in its charter)
| |
| | | |
| Delaware | 001-35572 | 04-3398741 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| | |
200 Quannapowitt Parkway Wakefield, Massachusetts (Address of principal executive offices) | | 01880 (Zip Code) |
Registrant's telephone number, including area code: (781) 246-9000
N/A
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| | | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| | | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| | | |
| o | 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 24, 2015, Comverse, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders. At the meeting, the Company’s stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 28, 2015. As of the close of business on the record date of April 28, 2015, 22,695,729 shares of the Company’s common stock were outstanding. The Company’s stockholders voted as indicated below on the following proposals:
| 1. | Election of directors to serve until the 2016 annual meeting of stockholders and until the election and qualification of their successors: |
| | VOTES CAST FOR | | VOTES CAST AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| Susan D. Bowick | 17,147,869 | | 197,611 | | 2,256 | | 3,592,598 |
| James Budge | 17,148,515 | | 196,953 | | 2,268 | | 3,592,598 |
| Matthew A. Drapkin | 17,148,494 | | 197,009 | | 2,233 | | 3,592,598 |
| Doron Inbar | 17,197,457 | | 148,045 | | 2,234 | | 3,592,598 |
| Henry R. Nothhaft | 16,985,000 | | 360,503 | | 2,233 | | 3,592,598 |
| Philippe Tartavull | 17,331,975 | | 13,535 | | 2,226 | | 3,592,598 |
| Mark C. Terrell | 17,147,863 | | 197,653 | | 2,220 | | 3,592,598 |
Each nominee was elected to the Board of Directors of the Company, to hold office until the 2016 annual meeting of stockholders and until his or her successor has been duly elected and qualified.
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2016: |
| | VOTES CAST FOR | | VOTES CAST AGAINST | | ABSTENTIONS | |
| | 20,922,546 | | 12,632 | | 5,156 | |
Proposal 2 was approved.
| 3. | Approval of the adoption of the Company’s 2015 Employee Stock Purchase Plan: |
| | VOTES CAST FOR | | VOTES CAST AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
| | 17,276,119 | | 15,886 | | 55,731 | | 3,592,598 | |
Proposal 3 was approved.
| 4. | Approval of the Company’s Amended and Restated 2012 Stock Incentive Compensation Plan: |
Proposal 4 was approved.
| | VOTES CAST FOR | | VOTES CAST AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
| | 15,710,021 | | 1,624,931 | | 12,784 | | 3,592,598 | |
| 5. | Approval of the Company’s Rights Agreement: |
| | VOTES CAST FOR | | VOTES CAST AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
| | 14,148,807 | | 3,196,570 | | 2,359 | | 3,592,598 | |
Proposal 5 was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | 10.1 | Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan. |
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.
| | COMVERSE, INC. |
| | |
| | By: | /s/ Roy S. Luria |
| | | Roy S. Luria Senior Vice President, General Counsel and Corporate Secretary |
Date: June 25, 2015
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan. |
