UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 19, 2010
Keynote Systems, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
| 000-27241 (Commission File Number) |
94-3226488 (IRS Employer Identification No.) |
|
| 777 Mariners Island Boulevard, San Mateo, California (Address of Principal Executive Offices) |
94404 (Zip Code) |
(650) 403-2400
(Registrant’s Telephone Number, Including Area Code)
(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 (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)
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.
(a) Keynote Systems, Inc. (“Keynote”) held its Annual Meeting of Stockholders on March 19,
2010 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to
Regulation 14A of the Securities and Exchange Act.
(b) The
matters described below were voted on at the Annual Meeting and the
final results for the number of votes
cast with respect to each matter and with respect to the election of directors were as indicated:
(1) Holders of Keynote’s common stock voted to elect six directors, each to serve until his or
her successor has been elected and qualified or until his or her earlier resignation or removal as
follows:
| Name | For | Withheld | ||||||
Umang Gupta |
9,655,232 | 634,058 | ||||||
Charles M. Boesenberg |
9,656,091 | 633,199 | ||||||
Jennifer J. Bolt |
9,105,369 | 1,183,921 | ||||||
Mohan Gyani |
9,656,241 | 633,049 | ||||||
Raymond L. Ocampo Jr. |
9,620,379 | 668,911 | ||||||
Deborah Rieman |
9,656,241 | 633,049 | ||||||
(2) Holders of Keynote’s common stock voted to ratify the appointment of Deloitte & Touche
LLP as its independent registered public accounting firm for the fiscal year ending September 30,
2010:
Shares voted in favor: |
11,770,169 | |||
Shares voted against: |
618,821 | |||
Shares abstaining: |
23,699 | |||
Broker
non-voters: |
0 |
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 thereunto duly authorized.
| KEYNOTE SYSTEMS, INC. |
||||
| Date: March 23, 2009 | By: | /s/ Andrew Hamer | ||
| Andrew Hamer | ||||
| Vice President and Chief Financial Officer | ||||