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) June 7, 2011

 

 

Quest Software, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-26937   33-0231678

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5 Polaris Way, Aliso Viejo, California   92656
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (949) 754-8000

 

(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 June 7, 2011, Quest Software, Inc. (“Quest”) held its annual meeting of stockholders. There were 85,705,213 votes present at the annual meeting in person or by proxy, representing approximately 95.30% of the total outstanding eligible votes. Quest’s stockholders elected each of six nominees to serve a one-year term on Quest’s board of directors. There was no solicitation in opposition to management’s nominees as listed in Quest’s proxy statement for the annual meeting. All of management’s nominees received affirmative votes for their election as director in excess of the vote required for election (i.e., the number of votes “for” each nominee exceeded the number of votes “withheld” from such nominee). Also at the annual meeting, Quest’s stockholders ratified the appointment of Deloitte & Touche LLP as Quest’s independent registered public accounting firm for the fiscal year ending December 31, 2011; approved on an advisory basis the compensation of Quest’s named executive officers; and approved on an advisory basis every three years as the frequency for an advisory vote on the compensation of Quest’s named executive officers. Based on the approval of three years as the frequency of an advisory vote on the compensation of Quest’s named executive officers, Quest has determined that it will hold an advisory vote on the compensation of its named executive officers every three years until the next required vote on the frequency of such an advisory vote. Set forth below are the final voting results for each proposal submitted to a vote of stockholders at the annual meeting.

 

1. Proposal No. 1 - Election of Directors:

 

     Votes      Broker  

Nominee

   For      Withheld      Non-Votes  

Vincent C. Smith

     82,259,487         783,446         2,705,890   

Douglas F. Garn

     82,371,597         671,336         2,705,890   

Augustine L. Nieto II

     74,596,222         8,446,711         2,705,890   

Kevin M. Klausmeyer

     82,371,969         670,964         2,705,890   

Paul A. Sallaberry

     76,589,107         6,452,826         2,705,890   

H. John Dirks

     82,372,159         670,774         2,705,890   

 

2. Proposal No. 2 - Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2011:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

83,703,125    1,425,061    577,027    0

 

3. Proposal No. 3 – Approval on an advisory basis of the compensation of Quest’s named executive officers:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

75,027,446    7,418,039    597,448    2,705,890

 

4. Proposal No. 4 – Approval on an advisory basis of the frequency of an advisory vote on the compensation of Quest’s named executive officers:

 

Three Years

  

Two Years

  

One Year

  

Abstain

  

Broker Non-Votes

41,749,744    221,194    40,485,130    586,865    2,705,890


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.

 

      QUEST SOFTWARE, INC.
Date: June 10, 2011      
      By:  

/s/ David P. Cramer

        David P. Cramer
        Vice President, General Counsel & Secretary