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: June 3, 2014

 

(Date of earliest event reported):

  

 

INNODATA INC.

(Exact name of registrant as specified in its charter)

  

 

Delaware 0-22196 13-3475943
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation)   Identification No.)

 

 

Three University Plaza   07601
Hackensack, NJ 07601   (Zip Code)
(Address of principal executive offices)    

 

 

(201) 371-8000
(Registrant's 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:

 

p  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

p  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

p  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

p  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

 

(a)Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 3, 2014. At the Annual Meeting of Stockholders the Company’s Stockholders (1) elected all six of the Company’s nominees for director; (2) approved the appointment of CohnReznick LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2014; (3) approved on an advisory basis the compensation of the Company’s named executive officers; and (4) approved the amendments to the Innodata Inc. 2013 Stock Plan.

 

(b)The following matters set forth in the Company’s Proxy Statement dated April 23, 2014 were voted upon with the results indicated below:

 

 

Proposal #1- Election of Directors:

 

Name For Withheld Broker Non-Votes
Jack S. Abuhoff 10,151,654 617,355 11,951,710
Haig S. Bagerdjian 8,145,160 2,623,849 11,951,710
Louise C. Forlenza 10,156,359 612,650 11,951,710
Stewart R. Massey 10,232,354 536,655 11,951,710
Anthea C. Stratigos 8,222,130 2,546,879 11,951,710
Andargachew S. Zelleke 10,207,753 561,256 11,951,710

 

 

Proposal #2- Ratification of the selection and appointment of CohnReznick LLP as the Company’s independent auditors for the fiscal year ending December 31, 2014:

 

For Against Abstain

22,332,298

 

 

314,804

 

 

73,617

 

 

 

 

Proposal #3- Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

 

For Against Abstain Broker Non-Votes

7,815,073

 

 

2,897,019

 

 

56,916

 

 

11,951,711

 

 

 

 

Proposal #4- Approval of amendments to the Innodata Inc. 2013 Stock Plan:

 

For Against Abstain Broker Non-Votes

7,642,605

 

 

2,845,629

 

 

280,775

 

 

11,951,710

 

 

 

 
 

 

SIGNATURES

 

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 6, 2014 By:   /s/ Amy R. Agress
    Amy R. Agress
    Vice President and General Counsel