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): November 9, 2011
RAND WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31265 | 84-1035353 | ||
| (State of Incorporation) | (Commission File No.) |
(IRS Employer Identification Number) |
161 Worcester Road, Suite 401, Framingham, Massachusetts 01701
(Address of principal executive offices, including zip code)
(508) 663-1400
(Registrant’s telephone number, including area code)
10715 Red Run Boulevard, Suite 101, Owings Mills, Maryland 21117
(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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (b) | Voting Results. |
At the Annual Meeting of Stockholders of Rand Worldwide, Inc. (the “Company”) held on November 9, 2011, the stockholders voted on: (i) the election of seven director nominees (Proposal 1); and (ii) the approval of an amendment to the Company’s 2002 Stock Option Plan increasing the number of shares of common stock of the Company, par value $0.01, authorized for issuance under such plan by 3,700,000 (Proposal 2). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:
Proposal 1 – To elect seven individuals to serve as director of the Company until the 2012 Annual Meeting of Stockholders –
| For | Withheld | Abstain | Broker Non-Votes | |||||||||||
| Richard A. Charpie |
41,890,424 | 98,250 | 34,015 | 0 | ||||||||||
| George M. Davis |
41,890,424 | 98,506 | 34,015 | 0 | ||||||||||
| Marc L. Dulude |
41,890,424 | 98,250 | 34,015 | 0 | ||||||||||
| Eugene J. Fischer |
41,888,402 | 98,452 | 34,015 | 0 | ||||||||||
| Suzanne E. MacCormack |
41,890,424 | 98,250 | 34,015 | 0 | ||||||||||
| Manu Parpia |
41,890,424 | 98,250 | 34,015 | 0 | ||||||||||
| Charles D. Yie |
41,890,424 | 98,250 | 34,015 | 0 | ||||||||||
Proposal 2 – To approve an amendment to the 2002 Stock Option Plan to increase the maximum number of shares of common stock that may be issued under such plan by 3,700,000.
| For |
Against | Abstain | Broker Non-Votes | |||
| 37,153,136 |
3,115,599 | 0 | 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 thereunto duly authorized.
| RAND WORLDWIDE, INC. | ||||
| Date: November 16, 2011 | By: | /s/ Lawrence Rychlak | ||
| Lawrence Rychlak | ||||
| President and Chief Financial Officer | ||||