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): March 24, 2016

VERIFONE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)


Commission File Number: 001-32465

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

04-3692546
(IRS Employer Identification No.)


88 West Plumeria Drive
San Jose, CA 95134
(Address of principal executive offices, including zip code)

408-232-7800
(Registrant's telephone number, including area code)

N/A
(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.

The Company held its Annual Meeting on March 24, 2016. The matters submitted to a vote of stockholders at the Annual Meeting and the final results for each matter submitted are as follows:

1.    The Company's stockholders elected each of the following nine director nominees to serve a one-year term on the Company's Board of Directors. The vote results were as follows: 
Director
Votes For
Votes Against
Abstentions
Broker Non-Votes
Robert W. Alspaugh
86,837,742
981,215
40,381
12,490,313
Karen Austin
87,367,857
449,313
42,168
12,490,313
Paul Galant
87,368,499
447,989
42,850
12,490,313
Alex W. (Pete) Hart
87,191,315
625,536
42,487
12,490,313
Robert B. Henske
83,653,295
4,163,074
42,969
12,490,313
Wenda Harris Millard
83,738,128
4,073,772
47,438
12,490,313
Eitan Raff
87,357,250
457,510
44,578
12,490,313
Jonathan I. Schwartz
83,740,514
4,076,970
41,854
12,490,313
Jane J. Thompson
76,011,127
11,805,280
42,931
12,490,313



2.    The Company's stockholders re-approved the Amended and Restated Verifone Bonus Plan. The vote results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
85,190,524
2,590,872
77,942
12,490,313

3.     The Company's stockholders did not approve, on an advisory basis, the compensation of the Company's named executive officers as set forth in its Proxy Statement. The vote results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
39,403,237
48,385,416
70,685
12,490,313


4.     The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2016. The vote results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
99,457,031
819,211
73,409
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
VERIFONE SYSTEMS, INC.
 
 
Date: March 24, 2016
By:  /s/ Albert Liu                                                 
Name: Albert Liu
Title: Executive Vice President, Corporate Development and General Counsel