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 19, 2014
WAVE SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE | | 0-24752 | | 13-3477246 |
(State or other jurisdiction of
incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
480 Pleasant Street, Lee, Massachusetts 01238
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (413) 243-1600
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):
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 19, 2014, Wave Systems Corp. (the “Company”) held its Annual Meeting of stockholders. At the Annual Meeting, the stockholders voted on the following matters:
1. The re-election of seven directors to hold office until the next Annual Meeting and until their successors are duly elected and qualified. The nominees to the Board of Directors were re-elected with the following results:
Nominees | | For | | Withheld Authority | | Abstentions and
Broker Non-
Votes | |
John E. Bagalay Jr | | 9,718,900 | | 1,706,193 | | 21,334,061 | |
Nolan Bushnell | | 4,290,613 | | 7,134,480 | | 21,334,061 | |
Robert Frankenberg | | 10,019,956 | | 1,405,137 | | 21,334,061 | |
George Gilder | | 4,223,396 | | 7,201,697 | | 21,334,061 | |
William Solms | | 11,314,495 | | 110,598 | | 21,334,061 | |
Lorraine Hariton | | 11,314,382 | | 110,711 | | 21,334,061 | |
David Côté | | 11,315,624 | | 109,469 | | 21,334,061 | |
2. The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers was approved with the following vote:
For | | Against | | Abstain | | Broker Non-Votes | |
10,045,624 | | 968,468 | | 411,000 | | 21,334,062 | |
3. The approval of a the Amended and Restated 2004 Employee Stock Purchase Plan was approved with the following vote:
For | | Against | | Abstain | | Broker Non-Votes | |
9,333,473 | | 1,693,182 | | 398,437 | | 21,331,062 | |
4. The ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2014 was approved with the following vote:
For | | Against | | Abstain | |
31,443,377 | | 1,091,009 | | 224,768 | |
Item 8.01. Other Events.
On June 19, 2014, David Côté was appointed as Vice Chairman of the Company’s Board of Directors, effective immediately.
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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.
| WAVE SYSTEMS CORP. |
| |
| | |
| By: | /s/ Walter Shephard |
| | Walter Shephard |
| | Chief Financial Officer |
| | |
Dated: June 24, 2014 | | |
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