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): December 12, 2011 (December 7, 2011)
DynaVox Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34716 | 27-1507281 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2100 Wharton Street, Suite 400, Pittsburgh, PA |
15203 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(412) 381-4883
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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.
DynaVox Inc. held its annual meeting of stockholders on December 7, 2011 (the “2012 Annual Meeting”). At that meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the 2012 Annual Meeting filed with the Securities and Exchange Commission on October 21, 2011 (File No. 001-34716) (the “2012 Proxy Statement”). The matters voted upon at the 2012 Annual Meeting and the final results of the votes were as follows:
Proposal 1. Election to the Board of Directors.
Each of the following nominees for director was elected to hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified. The final voting results are set forth below:
| FOR | WITHHELD | BROKER NON-VOTES |
||||||||||
| Roger C. Holstein |
18,891,750 | 5,327,490 | 3,306,013 | |||||||||
| Edward L. Donnelly, Jr. |
24,113,899 | 105,341 | 3,306,013 | |||||||||
| Michael N. Hammes |
24,024,145 | 195,095 | 3,306,013 | |||||||||
| Michael J. Herling |
24,148,382 | 70,858 | 3,306,013 | |||||||||
| James W. Liken |
24,128,158 | 91,082 | 3,306,013 | |||||||||
| William E. Mayer |
18,890,824 | 5,328,416 | 3,306,013 | |||||||||
| Augustine L. Nieto II |
24,128,088 | 91,152 | 3,306,013 | |||||||||
| Michael J. Regan |
24,148,777 | 70,463 | 3,306,013 | |||||||||
| JoAnn A. Reed |
24,148,847 | 70,393 | 3,306,013 | |||||||||
| Erin L. Russell |
24,033,701 | 185,539 | 3,306,013 | |||||||||
Proposal 2. Ratification of Independent Registered Public Accounting Firm.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 29, 2012 was ratified. The final voting results are set forth below:
| FOR | AGAINST | ABSTAIN | ||
| 27,421,418 |
103,810 | 25 |
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Proposal 3. Advisory Vote on Executive Compensation.
The compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2012 Proxy Statement pursuant to the SEC rules, including that described under the “Compensation Discussion and Analysis” section, as well as the accompanying compensation tables and the related narrative disclosure, was approved by the shareholders on an advisory basis. The final voting results are set forth below:
| FOR | AGAINST | ABSTAIN | ||
| 24,014,609 |
120,906 | 83,725 |
Proposal 4. Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
The frequency of an advisory shareholder vote on the compensation of the Company’s named executive officers as disclosed pursuant to SEC rules was approved by the shareholders on an advisory basis to be once a year. The final voting results are set forth below:
| 1 Year | 2 Years | 3 Years | ABSTAIN | |||
| 23,919,072 |
7,450 | 217,318 | 75,400 |
In light of such vote, the Company’s Board of Directors determined that it currently intends to hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next non-binding shareholder vote on the frequency of shareholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding votes.
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SIGNATURE
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.
| DYNAVOX INC. | ||
| By: |
/s/ Marcy Smorey-Giger | |
|
| ||
| Name: Marcy Smorey-Giger | ||
| Title: Chief Legal Officer | ||
Date: December 12, 2011
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