UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 7, 2014
Date of Report (date of earliest event reported)
ADVENT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
State of Delaware |
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0-26994 |
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94-2901952 |
600 Townsend Street
San Francisco, California 94103
(Address of principal executive offices)
(415) 543-7696
(Registrants telephone number, including area code)
(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. |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of Advent Software, Inc. (Advent or the Company) held on May 7, 2014 (the Annual Meeting), the stockholders of the Company voted on and approved the amended and restated 2002 Stock Plan (the 2002 Stock Plan), including the reservation of an additional 4,750,000 shares of common stock for issuance thereunder.
The terms and conditions of the 2002 Stock Plan are described in the Companys Proxy Statement dated March 27, 2014. The 2002 Stock Plan is attached and filed as Exhibit 10.1 to this current report on Form 8-K, and is incorporated by reference herein.
Additionally, on May 7, 2014, Advents stockholders elected Mr. Michael L. Frandsen to Advents Board of Directors (the Board) and, effective as of such date, the Board appointed Mr. Frandsen as a member of the Compensation Committee.
On May 12, 2014, Advent issued a press release announcing Mr. Frandsens election to its Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. This exhibit is furnished to, but not filed with, the U.S. Securities and Exchange Commission (SEC) and shall not be deemed to be incorporated by reference into any of the Companys filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each proposal submitted to a vote of Advents stockholders at the Annual Meeting. For more information on the following proposals, see the Companys 2014 Proxy Statement.
Based on the Boards recommendation in the proxy statement and the voting results with respect to the advisory vote on the frequency of the advisory vote on executive compensation on May 11, 2011, the Board determined that the Company hold advisory votes on executive compensation annually.
Proposal 1. To elect seven directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
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Number of Shares |
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Broker |
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For |
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Against |
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Abstained |
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Non-Votes |
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Stephanie G. DiMarco |
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45,917,782 |
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84,318 |
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1,439 |
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2,242,765 |
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Michael L. Frandsen |
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45,965,031 |
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33,878 |
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4,630 |
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2,242,765 |
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David Peter F. Hess Jr. |
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45,849,033 |
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150,953 |
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3,553 |
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2,242,765 |
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Asiff S. Hirji |
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45,800,784 |
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196,325 |
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6,430 |
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2,242,765 |
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James D. Kirsner |
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45,813,317 |
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185,692 |
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4,530 |
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2,242,765 |
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Robert M. Tarkoff |
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45,816,320 |
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182,589 |
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4,630 |
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2,242,765 |
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Wendell G. Van Auken |
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45,688,503 |
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308,708 |
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6,328 |
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2,242,765 |
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Proposal 2. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014.
Number of Shares |
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For |
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Against |
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Abstained |
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48,124,329 |
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116,406 |
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5,569 |
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Proposal 3. To approve the Companys amended and restated 2002 Stock Plan, including reserving an additional 4,750,000 shares of common stock for issuance thereunder.
Number of Shares |
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Broker |
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For |
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Against |
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Abstained |
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Non-Votes |
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34,568,457 |
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11,427,124 |
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7,958 |
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2,242,765 |
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Proposal 4. To approve, on an advisory basis, the compensation of Advents named executive officers.
Number of Shares |
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Broker |
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For |
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Against |
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Abstained |
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Non-Votes |
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45,738,561 |
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260,012 |
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4,966 |
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2,242,765 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Exhibit Description |
10.1 |
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2002 Stock Plan, as amended |
99.1 |
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Press Release of Advent Software, Inc., dated May 12, 2014, announcing the election of Mr. Frandsen to its Board of Directors |
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.
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ADVENT SOFTWARE, INC. | |
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By: |
/s/ James S. Cox |
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James S. Cox |
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Dated: May 13, 2014 |
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Exhibit No. |
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Exhibit Description |
10.1 |
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2002 Stock Plan, as amended |
99.1 |
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Press Release of Advent Software, Inc., dated May 12, 2014, announcing the election of Mr. Frandsen to its Board of Directors |