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): August 3, 2011
ACCELRYS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-27188 | 33-0557266 | ||
| (State or other jurisdiction of incorporation) |
Commission file number |
(I.R.S. Employer identification number) |
10188 Telesis Court, San Diego, California 92121-1761
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 799-5000
N/A
(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 August 3, 2011, Accelrys, Inc., a Delaware corporation (the “Company”), held an annual meeting of its stockholders (the “Annual Meeting”). As of June 8, 2011, the record date for the Annual Meeting, there were 55,472,306 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 52,332,741 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on June 17, 2011 (the “Proxy Statement”).
| 1. | A proposal to elect two Class I directors, Jeffrey Rodek and Larry Ferguson, to serve until the Company’s 2014 annual meeting of stockholders and until their respective successors have been elected and qualified. |
| For | Withheld | |||||||
| Jeffrey Rodek |
30,965,060 | 13,042,626 | ||||||
| Larry Ferguson |
29,930,454 | 14,077,232 | ||||||
| 2. | A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. |
| For |
Against |
Abstained |
Broker Non-Vote | |||
| 42,922,915 |
9,309,555 | 27,571 | 2,700 |
| 3. | A proposal to approve on an advisory, non-binding basis the compensation of the Company’s named executive officers, as presented in the Proxy Statement. |
| For |
Against |
Abstained |
Broker Non-Vote | |||
| 43,127,058 |
860,372 | 20,255 | 8,325,056 |
| 4. | A proposal to approve on an advisory, non-binding basis the frequency of the stockholder vote to approve the compensation of the Company’s named executive officers. |
| Every 1 Year |
Every 2 Years |
Every 3 Years |
Abstained |
Broker Non-Vote | ||||
| 37,299,752 |
43,772 | 5,815,521 | 851,370 | 8,322,326 |
At the Annual Meeting and consistent with the recommendation of the Company’s board of directors, the Company’s stockholders approved, on an advisory, non-binding basis, a one-year frequency for future advisory, non-binding votes on the compensation of the Company’s named executive officers. Based on these results, the Company has decided to hold an advisory, non-binding vote on the compensation of its named executive officers on an annual basis pending the next solicitation of stockholder input with respect to the frequency of such vote. Accordingly, the next stockholder vote on the compensation of the Company’s named executive officers will occur at the Company’s 2012 annual meeting of stockholders.
| 5. | A proposal to approve the Company’s 2011 Stock Incentive Plan. |
| For |
Against |
Abstained |
Broker Non-Vote | |||
| 33,602,873 |
10,382,880 | 21,932 | 8,325,056 |
| 6. | A proposal to approve an amendment to the Company’s 2005 Employee Stock Purchase Plan (the “2005 ESPP”) to increase the number of shares of the Company’s common stock available for future grant under the 2005 ESPP by 1,500,000 shares from 1,000,000 to 2,500,000. |
| For |
Against |
Abstained |
Broker Non-Vote | |||
| 41,931,568 |
2,060,336 | 15,781 | 8,325,056 |
2
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.
| ACCELRYS, INC. | ||
| By: | /s/ Michael A. Piraino | |
| Michael A. Piraino Executive Vice President and Chief Financial Officer | ||
Date: August 8, 2011
3