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): August 22, 2012
MAKEMUSIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction
of Incorporation)
| 1-35438 | 41-1716250 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
7615 Golden Triangle Drive, Suite M
Eden Prairie, MN 55344-3848
(Address of Principal Executive Offices) (Zip Code)
(952) 937-9611
(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 |
The Annual Meeting of Shareholders (the “Annual Meeting”) of MakeMusic, Inc. (the “Company”) was held on August 22, 2012. There were 4,898,707 shares of Company common stock eligible to vote as of June 26, 2012, the record date for the Annual Meeting, and 4,342,987 shares (88.66%) of Company common stock were represented in person or by proxy at the Annual Meeting.
At the Annual Meeting, five nominees were elected to the Company’s Board of Directors to hold office until the next annual meeting or until their successors are elected and qualified. The nominees elected and the final voting results were as follows:
| Name |
For | Withheld | Broker Non- Votes |
Other Non- Votes* |
||||||||||||
| Robert B. Morrison |
477,699 | 1,078,572 | 1,423,887 | 1,362,829 | ||||||||||||
| Trevor D’Souza |
662,450 | 893,821 | 1,423,887 | 1,362,829 | ||||||||||||
| Keith A. Fenhaus |
545,759 | 1,010,512 | 1,423,887 | 1,362,829 | ||||||||||||
| Graham Richmond |
545,759 | 1,010,512 | 1,423,887 | 1,362,829 | ||||||||||||
| Michael Skinner |
545,809 | 1,010,462 | 1,423,887 | 1,362,829 | ||||||||||||
| * | Other Non-Votes includes shares that were present at the Annual Meeting and voted by ballot on proposals brought to a vote at the Annual Meeting, but for which no vote was submitted with regard to the election of directors. |
The shareholders also ratified the selection of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The final voting results were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 3,997,687 |
134,741 | 210,559 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements: None. |
| (b) | Pro forma financial information: None. |
| (c) | Shell company transactions: None. |
| (d) | Exhibits: None. |
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.
Dated: August 27, 2012
| MAKEMUSIC, INC. |
| /s/ Karen L. VanDerBosch |
| Karen L. VanDerBosch |
| Chief Operating Officer/Chief Financial Officer |