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 8, 2023
INNODATA INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35774 | 13-3475943 |
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation) | Identification No.) |
| 55 Challenger Road | ||
| Ridgefield Park, NJ | 07660 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (201) 371-8000
(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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | INOD | The Nasdaq Stock Market LLC |
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 Rule 12b-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.
| (a) | Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 8, 2023. At the Annual Meeting of Stockholders, the Company’s Stockholders (1) elected all four of the Company’s nominees for director; (2) approved the appointment of BDO India LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2023; (3) approved on an advisory basis the compensation of the Company’s named executive officers; and (4) approved on an advisory basis the alternative of one year for the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. |
| (b) | The following matters set forth in the Company’s Proxy Statement dated April 26, 2023 were voted upon with the results indicated below: |
Proposal #1- Election of Directors:
| Name | For | Withheld | Broker Non-Votes | |||
| Jack S. Abuhoff | 9,718,460 | 1,622,520 | 4,741,725 | |||
| Louise C. Forlenza | 9,618,088 | 1,722,892 | 4,741,725 | |||
| Stewart R. Massey | 9,221,772 | 2,119,208 | 4,741,725 | |||
| Nauman (Nick) Toor | 9,676,830 | 1,664,150 | 4,741,725 |
Proposal #2- Ratification of the selection and appointment of BDO India LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023:
| For | Against | Abstain | ||
| 15,794,320 | 155,138 | 133,247 |
Proposal #3- Approval on an advisory basis of the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,202,658 | 2,105,200 | 33,122 | 4,741,725 |
Proposal #4- Advisory vote on the frequency of holding future advisory votes on the compensation of the Company’s named executive officers:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 10,855,517 | 61,183 | 360,931 | 63,349 | 4,741,725 |
| (d) | Based on the results set forth in Proposal #4 above, which is consistent with the recommendation of the Company’s Board of Directors, the Board of Directors has determined that future advisory votes on the compensation of the Company’s named executive officers will take place on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of the named executive officers. |
| Item 9.01. | Financial Statements and Exhibits. |
| (104) | Exhibits |
See Exhibit Index below, which is incorporated by reference herein.
Exhibit Index
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 thereunto duly authorized.
| INNODATA INC. | ||
| Date: June 13, 2023 | By: | /s/ Amy R. Agress |
| Amy R. Agress | ||
| Senior Vice President and General Counsel | ||