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
Date of Report (Date of earliest event reported): January 5, 2011
SELECTICA, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-29637
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77-0432030
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1740 Technology Drive, Suite 450
San Jose, CA 95110
(408) 570-9700
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03. Material Modification to Rights of Security Holders.
Please see disclosure in Item 5.07 regarding the proposal to amend Selectica, Inc.’s (the “Company”) Second Amended and Restated Certificate of Incorporation (the “Certificate”) to reduce the number of authorized shares the Company shall have authority to issue.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2010 Annual Meeting of the stockholders of the Company (the “Annual Meeting”) was held on January 5, 2011. The following matters were voted on at the Annual Meeting. Each matter is more fully described in the Company’s Definitive Proxy Statement for the 2010 Annual Meeting, as filed with the SEC on December 14, 2010.
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1.
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Election of Directors. The five nominees named in the Company’s Proxy Statement were elected as Directors, to serve until the 2011 Annual Meeting of Stockholders, with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON VOTE
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Lloyd Sems
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1,297,413
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264,746
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2,895
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1,052,576
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Alan Howe
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1,307,333
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255,396
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2,325
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1,052,576
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Michael Casey
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1,324,881
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237,907
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2,266
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1,052,576
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J Michael Gullard
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1,304,088
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254,975
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5,991
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1,052,576
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Michael Brodsky
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1,335,038
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227,719
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2,266
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1,052,576
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2.
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The proposal to amend the Certificate to impose certain transfer restrictions. This proposal was defeated with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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1,057,926
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506,911
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217
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1,052,576
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3.
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The proposal to amend the Certificate to reduce the number of authorized shares the Company shall have authority to issue. The proposal passed with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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2,297,913
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300,675
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19,042
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0
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2
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4.
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The proposal to ratify the appointment of Armanino McKenna LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2011. The proposal passed with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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2,391,274
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216,389
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9,967
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0
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5.
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The stockholder proposal to request that the Board of Directors take all necessary actions to adopt a majority voting standard for uncontested director elections. The proposal was defeated with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTE
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312,937
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1,251,917
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200
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1,052,576
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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 hereunto duly authorized.
| SELECTICA, INC. | |||
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DATE: January 10, 2011
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By:
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/s/ Todd Spartz | |
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Todd Spartz
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| Chief Financial Officer | |||
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