Edgar Filing: Nuance Communications, Inc.

NUANCE COMMUNICATIONS, INC.

Date: February 2, 2012

/s/ Thomas L. Beaudoin

Thomas L. Beaudoin

Chief Financial Officer

Form 8-K

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):

January 27, 2012

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-27038	94-3156479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Wayside Road

Burlington, Massachusetts 01803

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 565-5000

(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 (see General Instruction A.2. below):

¨	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))

Item 5.07:

Submission of Matters to a Vote of Security Holders

On January 27, 2012, Nuance Communications, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved the following five proposals by casting their votes as follows:

Proposal 1: To elect nine members of the Company’s Board of Directors:


Nominee	For		Against		Abstain		Broker Non-Votes
Paul Ricci		229,064,372		8,324,637		502,777		32,311,201
Robert Frankenberg		230,407,634		6,981,861		502,291		32,311,201
Patrick Hackett		211,674,747		25,706,745		510,294		32,311,201
William Janeway		211,633,036		25,748,013		510,737		32,311,201
Mark Laret		236,332,531		1,052,851		506,404		32,311,201
Katharine Martin		202,479,453		34,905,829		506,504		32,311,201
Mark Myers		230,351,134		7,033,294		507,358		32,311,201
Philip Quigley		236,280,967		1,104,006		506,813		32,311,201
Robert Teresi		235,894,678		1,489,384		507,724		32,311,201

Proposal 2: To approve an amendment to the Company’s 2000 Stock Plan to increase the shares available for issuance by 10,000,000 shares:


For	Against	Abstain	Broker Non-Votes
210,580,864	27,113,031	197,891	32,311,201

Proposal 3: To approve a non-binding advisory vote on executive officer compensation:


For	Against	Abstain	Broker Non-Votes
182,174,109	55,105,982	611,695	32,311,201

Proposal 4: To approve a non-binding advisory vote on the frequency of votes on executive officer compensation:


One Year	Two Years	Three Years	Abstain	Broker Non-Votes
225,696,003	567,316	11,417,659	211,808	32,311,201

Proposal 5: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.


For	Against	Abstain
268,288,531	1,763,016	151,440

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 hereunto duly authorized.