UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 18, 2018 (June 13, 2018)
Electronics For Imaging, Inc.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 000-18805 | | 94-3086355 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
6750 Dumbarton Circle
Fremont, California 94555
(Address of Principal Executive Offices)
(650)357-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2018 annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 13, 2018, the Company’s stockholders voted on three proposals and cast their votes as described below. The proposals are set forth in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 27, 2018. The total number of shares present in person or by proxy was equal to 97% of the outstanding voting power of all shares of the Company’s common stock entitled to vote at the annual meeting, thereby constituting a quorum for the purpose of the Annual Meeting. Abstentions, withheld votes and brokernon-votes were counted for purposes of determining whether a quorum was present.
Proposal 1:
The Company’s stockholders elected six (6) nominees to the Board of Directors, each to hold office until the next annual meeting or until his successor is duly elected and qualified.
| | | | | | | | | | |
Nominee | | Votes For | | % of Voted Shares
Cast For | | Votes
Withheld | | % of Voted Shares
Withheld | | Broker
Non-Votes |
Eric Brown | | 38,568,288 | | 98% | | 603,293 | | 2% | | 4,249,254 |
Gill Cogan | | 36,841,260 | | 94% | | 2,330,321 | | 6% | | 4,249,254 |
Guy Gecht | | 38,161,176 | | 97% | | 1,010,405 | | 3% | | 4,249,254 |
Thomas Georgens | | 38,247,291 | | 98% | | 924,290 | | 2% | | 4,249,254 |
Richard A. Kashnow | | 29,190,039 | | 75% | | 9,981,542 | | 25% | | 4,249,254 |
Dan Maydan | | 36,842,269 | | 94% | | 2,329,312 | | 6% | | 4,249,254 |
Proposal 2:
The Company’s stockholders cast their votes to approve anon-binding proposal on executive compensation as set forth below:
| | | | | | | | | | |
Votes For | | % of Voted
Shares Cast For | | Votes Against | | % of Voted
Shares Against | | Abstain | | Broker Non-Votes |
38,177,336 | | 97% | | 976,075 | | 2% | | 18,170 | | 4,249,254 |
Proposal 3:
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 as set forth below:
| | | | | | | | | | |
Votes For | | % of Voted
Shares Cast For | | Votes Against | | % of Voted
Shares Against | | Abstain | | Broker Non-Votes |
42,640,609 | | 99% | | 772,616 | | 2% | | 7,610 | | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | |
Date: June 18, 2018 | | ELECTRONICS FOR IMAGING, INC. |
| | |
| | By: | | /s/ Guy Gecht |
| | Name: | | Guy Gecht |
| | Title: | | Chief Executive Officer |
