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) May 3, 2011
Guidance Software, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 001-33197 | 95-4661210 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 215 North Marengo Avenue, Pasadena, CA | 91101 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 626-229-9191
(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 |
Our 2011 annual meeting of shareholders was held on May 3, 2011. As of the record date for the meeting, we had 25,318,918 shares of common stock outstanding, each of which is entitled to one vote. All director nominees were elected and shareholders ratified the appointment of Deloitte & Touche LLP as our independent auditors for 2011. Shareholders approved our non-binding “Say on Pay” advisory vote and elected to adopt a three-year cycle for holding future non-binding “Say on Pay” advisory votes. The voting tabulation was as follows:
| Eligible votes: |
25,318,918 | |||
| Shares voted: |
22,489,481 | |||
| Percentage of eligible shares voted: |
88.82 | |||
| Proxies Cast: |
126 |
Election of Directors
| Vote type | Voted | Voted (%) | Outstanding (%) | |||||||||||
| Shawn McCreight |
For Withheld Non Votes |
|
19,095,304 1,026,929 2,367,248 |
|
|
94.90 5.10 |
|
|
75.42 4.06 9.35 |
| ||||
| Victor Limongelli |
For Withheld Non Votes |
|
19,176,541 945,692 2,367,248 |
|
|
95.30 4.70 |
|
|
75.74 3.74 9.35 |
| ||||
| Marshall Geller |
For Withheld Non Votes |
|
18,976,188 1,146,045 2,367,248 |
|
|
94.30 5.70 |
|
|
74.95 4.53 9.35 |
| ||||
| Jeff Lawrence |
For Withheld Non Votes |
|
19,010,537 1,111,696 2,367,248 |
|
|
94.48 5.52 |
|
|
75.08 4.39 9.35 |
| ||||
| Kathleen O’Neil |
For Withheld Non Votes |
|
19,145,509 976,724 2,367,248 |
|
|
95.15 4.85 |
|
|
75.61 3.86 9.35 |
| ||||
| Stephen Richards |
For Withheld Non Votes |
|
19,010,407 1,111,826 2,367,248 |
|
|
94.47 5.53 |
|
|
75.08 4.39 9.35 |
| ||||
| Robert van Schoonenberg |
For Withheld Non Votes |
|
18,984,215 1,138,018 2,367,248 |
|
|
94.34 5.66 |
|
|
74.98 4.49 9.35 |
| ||||
| (2) | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for its fiscal year ending December 31, 2011. |
| Proposal |
Vote type | Voted | Voted (%) | Outstanding (%) | ||||||||||
| ACCOUNTANTS |
For Against Abstain Non Votes |
|
21,370,603 88,089 1,030,789 0.000000 |
|
|
95.02 .40 4.58 |
|
|
84.40 .34 4.07 |
| ||||
| (3) | Approval of the advisory (non-binding) vote on the Company’s executive compensation. |
| Proposal |
Vote type | Voted | Voted (%) | Outstanding (%) | ||||||||||
| SAY ON PAY |
For Against Abstain Non Votes |
|
19,026,509 218,989 876,735 2,367,248 |
|
|
94.55 1.09 4.36 |
|
|
75.15 .86 3.46 9.35 |
| ||||
| (4) | Recommendation, by advisory (non-binding) vote, the frequency of future shareholder advisory votes on the Company’s executive compensation. |
| Proposal |
Vote type | Voted | Voted (%) | Outstanding (%) | ||||||||||
| SAY ON PAY FREQUENCY |
1 Year 2 Years 3 Years Abstain Non Votes |
|
4,135,871 15,811 15,940,042 30,509 2,367,248 |
|
|
20.55 .08 79.22 .15 |
|
|
16.34 .06 62.96 .12 9.35 |
| ||||
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.
| Guidance Software, Inc. |
| (a Delaware Corporation) |
| /s/ V ICTOR L IMONGELLI |
| Victor Limongelli |
| Chief Executive Officer, President and Director |
May 5, 2011