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 6, 2013
AUDIENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35528 | 91-2061537 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
440 Clyde Avenue
Mountain View, CA 94043
(Address of principal executive offices) (Zip code)
(650) 254-2800
(Registrant’s telephone number, including area code)
N/A
(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(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 of Audience, Inc. (the “Company”) was held on June 6, 2013. The following proposals were submitted to a vote of the stockholders and were approved.
Proposal No. 1 — Election of Directors
The stockholders elected seven individuals to serve as directors on the Company’s Board of Directors as set forth below:
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Peter B. Santos |
16,774,444 | 282,181 | 2,545,222 | |||||||||
| Forest Baskett |
15,923,372 | 1,133,253 | 2,545,222 | |||||||||
| Marvin D. Burkett |
16,714,622 | 342,003 | 2,545,222 | |||||||||
| Barry L. Cox |
16,776,520 | 280,105 | 2,545,222 | |||||||||
| Rich Geruson |
16,799,630 | 256,995 | 2,545,222 | |||||||||
| Mohan S. Gyani |
16,257,903 | 798,722 | 2,545,222 | |||||||||
| George A. Pavlov |
16,608,755 | 447,870 | 2,545,222 | |||||||||
Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accountants
The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the year ending December 31, 2013, as set forth below:
| Votes For |
19,592,106 | |||
| Votes Against |
9,741 | |||
| Abstentions |
— |
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.
| AUDIENCE, INC. | ||||||
| Date: June 10, 2013 | By: | /s/ Craig H. Factor | ||||
| Name: | Craig H. Factor | |||||
| Title: | Vice President, General Counsel and Secretary | |||||