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): June 7, 2011
iPass Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-50327 | 93-1214598 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3800 Bridge Parkway, Redwood Shores, California | 94065 | |
| (Address of principal executive offices) | (Zip Code) |
(650) 232-4100
(Registrant’s telephone number, including area code)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 7, 2011, Steven G. Wastie, Senior Vice President, Marketing and Product Management of iPass Inc. (the “Company”) resigned as an officer and employee of the Company effective June 17, 2011.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on June 7, 2011 (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2011.
| • | Each of the five directors proposed by the Company for re-election was elected by the following votes to serve until the Company’s 2012 Annual Meeting of Stockholders or until their respective successor has been elected and qualified. The tabulation of votes on this matter was as follows: |
| Nominee |
Shares Voted For |
Shares Withheld |
||||||
| John D. Beletic |
25,107,567 | 3,570,771 | ||||||
| Peter C. Clapman |
27,146,936 | 1,531,402 | ||||||
| Gary A. Griffiths |
27,183,659 | 1,494,679 | ||||||
| Evan L. Kaplan |
28,425,188 | 253,150 | ||||||
| Samuel L. Schwerin |
28,404,218 | 274,120 | ||||||
There were 18,377,568 broker non-votes for this proposal.
| • | The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011. The tabulation of votes on this matter was as follows: shares voted for: 46,475,152; shares voted against: 561,441; shares abstaining: 19,313; and broker non-votes: 0. |
| • | The Company’s stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers. The tabulation of votes on this matter was as follows: shares voted for: 26,374,706; shares voted against: 1,690,439; shares abstaining: 613,193; and broker non-votes: 18,377,568. |
| • | The Company’s stockholders also indicated, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers to be one year. The tabulation of votes on this matter was as follows: shares voted for one year: 27,081,017; shares voted for two years: 519,046; shares voted for three years: 567,766; shares abstaining: 510,509; and broker non-votes: 18,377,568. |
| • | The Company’s stockholders also approved amendments to the Company’s Amended and Restated Certificate of Incorporation to authorize the Board of Directors to effect a potential 1-for-5, 1-for-6, 1-for-8, 1-for-10 or 1-for-12 reverse stock split, if and when determined by the Board of Directors. The tabulation of votes on this matter was as follows: shares voted for: 41,739,974; shares voted against: 5,001,787; shares abstaining: 314,145; and broker non-votes: 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.
| iPass Inc. | ||||
| By: | /s/ Steven Gatoff | |||
| Name: | Steven Gatoff | |||
| Title: | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |||
Dated: June 13, 2011