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): May 29, 2013
DIALOGIC INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33391 | 94-3409691 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
1504 McCarthy Boulevard Milpitas, California |
95035 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (408) 750-9400
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 2013 Annual Meeting of Stockholders (the Annual Meeting) of Dialogic Inc. (the Company) was held on May 29, 2013. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Boards solicitation. There were 15,874,315 shares of common stock entitled to vote at the Annual Meeting and a total of 10,605,059 shares of common stock were represented at the Annual Meeting in person or by proxy, constituting a quorum. The final votes on the proposals presented at the meeting were as follows:
Proposal No. 1
Kevin Cook and Giovani Richard Piasentin were elected as directors to hold office until the 2016 Annual Meeting of Stockholders by the following vote:
Nominee |
For |
Withheld |
Broker Non-Votes | |||
Kevin Cook |
10,516,380 | 88,679 | 0 | |||
Giovani Richard Piasentin |
10,488,608 | 116,451 | 0 |
In addition to the directors elected above, each of Nick DeRoma and Rajneesh Vig will continue to serve as directors until the 2014 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal. Each of Dion Joannou, Patrick Jones and W. Michael West will continue to serve as directors until the 2015 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal.
Proposal No. 2
The issuance of 1,442,172shares of the Companys common stock issued pursuant to the subscription agreement entered into by and among the Company and certain investors on February 7, 2013 in connection with the restructuring of the Companys debt obligations was approved by the following vote:
For |
Against |
Abstain |
Broker Non-Votes | |||
10,533,138 |
71,301 | 620 | 0 |
Proposal No. 3
The one-time stock option exchange program which would allow employees, officers and directors of the Company and its affiliates to surrender certain outstanding stock options for cancellation in exchange for new stock awards was approved by the following vote:
For |
Against |
Abstain |
Broker Non-Votes | |||
10,016,495 |
144,790 | 443,774 | 0 |
Proposal No. 4
The advisory vote on executive compensation of the Companys named executive officers as described in the Companys proxy statement was approved as follows:
For |
Against |
Abstain |
Broker Non-Votes | |||
10,026,597 |
135,088 | 443,374 | 0 |
Proposal No. 5
The advisory vote on the preferred frequency of the solicitation of the stockholders advisory vote on the executive compensation of the Companys named executive officers. 3 Years was indicated as the preferred frequency. The voting result for this proposal was approved as follows:
3 Years |
2 Years |
1 Year |
Abstain |
Broker Non-Vote | ||||
9,535,495 |
463,795 | 160,816 | 444,953 | 0 |
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.
DIALOGIC INC. | ||||||
Dated: June 3, 2013 | ||||||
By: | /s/ Anthony Housefather | |||||
Anthony Housefather | ||||||
EVP Corporate Affairs and General Counsel |