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 |
| (Commission File |
| (IRS Employer |
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 |
|
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.