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 14, 2013

  

SHFL entertainment, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

(State or Other Jurisdiction

of Incorporation or Organization)

0-20820

(Commission File Number)

41-1448495

(IRS Employer Identification No.)


 1106 Palms Airport Drive, Las Vegas, Nevada 89119

(Address of Principal Executive Offices)

  

Registrant’s Telephone Number, Including Area Code: (702) 897-7150

 


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

 

SHFL entertainment, Inc. (NASDAQ Global Select Market: SHFL) (the “Company”) held its annual meeting of shareholders (the “2013 Annual Meeting”) on March 14, 2013.  The following is a brief description of each matter voted upon at the 2013 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter.

 

Proposal No. 1 Election of Directors

 

The six individuals listed below were elected at the 2013 Annual Meeting to serve for a one-year term on the Company’s Board of Directors.

 

Name of Director

Votes For

Votes Withheld

Broker Non-Votes

Garry W. Saunders

38,695,859

5,375,353

5,980,595

John R. Bailey

40,371,327

3,699,885

5,980,595

Daniel M. Wade

40,372,973

3,698,239

5,980,595

Eileen F. Raney

40,374,805

3,696,407

5,980,595

A. Randall Thoman

40,372,604

3,698,608

5,980,595

Michael Gavin Isaacs

43,793,305

   277,907

5,980,595

  

Proposal No. 2 Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2013

 

Proposal No. 2 was a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2013.  This proposal was approved.

 

Votes For

Votes Against

Abstentions

     47,797,358

1,811,277

443,172

 

Proposal No. 3 Approval of the SHFL entertainment, Inc. 2012 Stock Incentive Plan

 

Proposal No. 3 was a proposal to approve the SHFL entertainment, Inc. 2012 Stock Incentive Plan as described in the Company’s proxy statement for the 2013 Annual Meeting. This proposal was approved.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

           29,294,799

14,732,437

43,976

5,980,595

 

Proposal No. 4 Advisory (Non-Binding) Vote on the Executive Compensation

 

Proposal No. 4 was an advisory vote on the compensation of the Company’s named executive officers as described in the Company's proxy statement for the 2013 Annual Meeting.  The table below indicates the voting results on this matter.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

             41,243,407

2,773,895

53,910

5,980,595

 

 
 

 

 

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.

 

 

SHFL entertainment, Inc.

 

(Registrant)

   
 

Date: March 18, 2013

   
 

/s/ MICHAEL GAVIN ISAACS

 

Michael Gavin Isaacs

 

Chief Executive Officer