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): March 15, 2013
Keynote Systems, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 000-27241 | 94-3226488 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 777 Mariners Island Boulevard, San Mateo, California |
94404 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(650) 403-2400
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
| ¨ | 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) |
| ¨ | 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. |
(a) Keynote held its Annual Meeting on March 15, 2013. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities and Exchange Act.
(b) The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter and with respect to the election of directors were as indicated:
(1) Holders of Keynote’s common stock voted to elect seven directors, each to serve until his or her successor has been elected and qualified or until his or her earlier resignation or removal as follows:
| Name |
For | Withheld | ||||||
| Umang Gupta |
15,502,979 | 28,228 | ||||||
| Charles M. Boesenberg |
15,016,767 | 514,440 | ||||||
| Mohan Gyani |
15,181,611 | 349,596 | ||||||
| Jennifer M. Johnson |
15,393,477 | 137,730 | ||||||
| Raymond L. Ocampo Jr. |
15,519,477 | 11,730 | ||||||
| Anthony Sun |
15,404,023 | 127,184 | ||||||
| Mark Jung |
15,517,458 | 13,749 | ||||||
(2) Holders of Keynote’s common stock voted to approve, on an advisory basis, the compensation of Keynote’s named executive officers:
| Shares voted in favor: |
13,419,688 | |||
| Shares voted against: |
2,099,563 | |||
| Shares abstaining: |
11,955 |
(3) Holders of Keynote’s common stock voted to ratify the appointment of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending September 30, 2013:
| Shares voted in favor: |
17,397,538 | |||
| Shares voted against: |
7,324 | |||
| Shares abstaining: |
15,933 |
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 thereunto duly authorized.
| KEYNOTE SYSTEMS, INC. | ||||||
| Date: March 18, 2013 | By: | /s/ Curtis H. Smith | ||||
| Curtis H. Smith | ||||||
| Chief Financial Officer | ||||||