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)

April 14, 2011

 

 

TIBCO Software Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-26579   77-0449727

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3303 Hillview Avenue

Palo Alto, California 94304-1213

(Address of principal executive offices, including zip code)

(650) 846-1000

(Registrant’s telephone number, including area code)

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:

 

¨ 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 April 14, 2011, the Company’s stockholders voted on the following four matters and cast their votes as described below:

 

  (1) The election of six members to the Board of Directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified;

 

  (2) The approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers;

 

  (3) The frequency, on an advisory basis, for future advisory votes on executive compensation; and

 

  (4) The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending November 30, 2011.

The following is a summary of the voting results for each matter presented to the stockholders:

Proposal I – Election of Directors

The Company’s stockholders elected six members to the Board of Directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified as set forth below:

 

     Total Vote
For
Each Director
     Total Vote
Withheld  From
Each Director
     Broker Non-Votes  

Vivek Y. Ranadivé

     131,216,121         6,579,892         12,895,423   

Nanci E. Caldwell

     133,954,380         3,841,633         12,895,423   

Eric C.W. Dunn

     134,087,398         3,708,615         12,895,423   

Narendra K. Gupta

     134,069,914         3,726,099         12,895,423   

Peter J. Job

     131,426,494         6,369,519         12,895,423   

Philip K. Wood

     131,220,135         6,575,878         12,895,423   

Proposal II – Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officer

The Company’s stockholders cast their votes with respect to the advisory vote on approval of the compensation of the Company’s Named Executive Officers as set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

113,623,262

  24,050,155   122,596   12,895,423

Proposal III – Frequency, on an advisory basis, for future advisory votes on executive compensation

The Company’s stockholders cast their votes with respect to the advisory vote on the frequency for future advisory votes on executive compensation as set forth below:

 

1 Year

 

2 Year

 

3 Year

 

Abstain

 

Broker Non-Votes

118,890,466

  91,515   18,509,577   304,655   12,895,423

Proposal IV – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditosr for the Fiscal Year Ending November 30, 2011

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending November 30, 2011 as set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

144,058,131

  6,556,692   76,613   0


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.

 

  TIBCO Software Inc.
By:  

/s/ William R. Hughes

  William R. Hughes
  Executive Vice President, General Counsel and Secretary

Date: April 14, 2011