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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 11, 2013
SCIENTIFIC LEARNING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-24547 |
94-3234458 |
300 Frank Ogawa Plaza, Suite 600
Oakland, CA 94612
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (510) 444-3500
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))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
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(a) |
On June 11, 2013, Scientific Learning Corporation (the “Company”) held its Annual Meeting of Stockholders. |
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(b) |
At the meeting, the following matters were voted upon, with the results indicated. |
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Election of Directors. Each of the six nominees was elected, as follows: |
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Nominee |
Vote for Nominee |
Vote Withheld from Nominee |
Not Voted |
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E. Vermont Blanchard, Jr. |
13,577,700 |
189,396 |
8,665,084 |
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Robert C. Bowen |
12,491,927 |
1,275,169 |
8,665,084 |
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Rodman W. Moorhead III |
13,577,700 |
189,396 |
8,665,084 |
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Michael A. Moses |
12,491,227 |
1,275,869 |
8,665,084 |
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Paula A. Tallal |
12,437,030 |
1,330,066 |
8,665,084 |
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Jeffrey D. Thomas |
13,577,700 |
189,396 |
8,665,084 |
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Non-binding advisory vote on the compensation of the Company’s named executive officers. |
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Votes For |
13,754,961 |
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Votes Against |
10,633 |
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Abstentions |
1,502 |
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Broker Non-Votes |
8,665,084 |
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Non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. |
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3 Years |
7,778,848 |
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2 Years |
600,517 |
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1 Year |
5,385,429 |
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Abstentions |
2,302 |
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Broker Non-Votes |
8,665,084 |
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Ratification of the selection of Armanino LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. |
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Votes For |
22,213,286 |
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Votes Against |
19,745 |
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Abstentions |
199,149 |
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.
2.
Scientific Learning Corporation
Date: June 14, 2013By: /s/ Christopher J. Brookhart
Title: Senior Vice President and General Counsel
3.