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 5, 2012

 

EPIQ SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Missouri

 

000-22081

 

48-1056429

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

501 Kansas Avenue

Kansas City, Kansas 66105

(Address of principal executive offices, including zip code)

 

(913) 621-9500

(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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o    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 5, 2012, Epiq Systems, Inc. (“Epiq”) held its 2012 Annual Meeting of Shareholders.  The shareholders considered and voted on three proposals submitted for shareholder vote, each of which is described in detail in Epiq’s 2012 Proxy Statement.  There were 36,032,681 shares of Common Stock entitled to vote at the meeting, and a total of 35,318,124 shares, or 98.0% of the outstanding shares of Common Stock, were represented at the meeting.  The following is a brief description of the matters voted on at the Annual Meeting of Shareholders and the final results of such voting:

 

Proposal 1. Election of Directors

 

The nominees for election to the board of directors were elected, each for a one-year term until the 2013 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, based upon the following votes:

 

 

 

For

 

Withheld

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Tom W. Olofson

 

32,158,584

 

1,609,145

 

 

1,550,395

 

Christopher E. Olofson

 

32,878,558

 

889,171

 

 

1,550,395

 

W. Bryan Satterlee

 

29,596,890

 

4,170,839

 

 

1,550,395

 

Edward M. Connolly, Jr.

 

27,764,745

 

6,002,984

 

 

1,550,395

 

James A. Byrnes

 

29,632,385

 

4,135,344

 

 

1,550,395

 

Joel Pelofsky

 

29,628,485

 

4,139,244

 

 

1,550,395

 

Charles C. Connely, IV

 

31,347,430

 

2,420,299

 

 

1,550,395

 

 

Proposal 2.  Ratification of Independent Registered Public Accounting Firm

 

The board of directors’ proposal to ratify the appointment of Deloitte & Touche LLP as Epiq’s independent registered public accounting firm for the year ending December 31, 2012 was approved based upon the following votes:

 

Votes for

 

35,232,395

 

Votes against

 

84,301

 

Abstentions

 

1,428

 

 

Proposal 3.  Advisory (Non-Binding) Vote Approving the Compensation of our Named Executive Officers

 

The board of directors’ proposal for shareholders to approve, on an advisory (non-binding) basis, the compensation of Epiq’s named executive officers was not approved based upon the following votes:

 

Votes for

 

10,186,073

 

Votes against

 

23,568,286

 

Abstentions

 

13,370

 

Broker non-votes

 

1,550,395

 

 

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.

 

 

 

EPIQ SYSTEMS, INC.

 

 

Date: June 8, 2012

 

 

 

 

By:

/s/ Tom W. Olofson

 

Name:

Tom W. Olofson

 

Title:

Chairman of the Board, Chief Executive Officer and Director

 

3