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 1, 2014
Guidance Software, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | ||
| (State or other jurisdiction of incorporation) | ||
| 001-33197 | 95-4661210 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1055 E. Colorado Boulevard, Pasadena, CA | 91106-2375 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code 626-229-9191
(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 2014 annual meeting of shareholders of Guidance Software, Inc. (the “Company”) was held on May 1, 2014. As of the record date for the meeting, the Company had 28,961,367 shares of common stock outstanding, each of which is entitled to one vote. The voting tabulation was as follows:
Eligible votes : 28,961,367
Shares represented in person or by proxy : 27,519,726
Percentage of eligible shares voted: 95.02%
Proxies Cast: 114
All of the nominees for director listed in Proposal 1 of the Company’s Definitive Proxy Statement (the “Proxy Statement”), filed with the Securities and Exchange Commission on March 19, 2014, were elected as follows:
| Director |
Vote Type | Voted | Voted (%) | Outstanding (%) | ||||||||||
| Shawn McCreight |
FOR | 23,229,866 | 99.37 | 80.21 | ||||||||||
| WITHHELD | 147,454 | .63 | .51 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
| Victor Limongelli |
FOR | 23,241,108 | 99.42 | 80.25 | ||||||||||
| WITHHELD | 136,212 | .58 | .47 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
| Jeff Lawrence |
FOR | 21,230,261 | 90.82 | 73.31 | ||||||||||
| WITHHELD | 2,147,059 | 9.18 | 7.41 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
| Kathleen O’Neil |
FOR | 23,157,042 | 99.06 | 79.96 | ||||||||||
| WITHHELD | 220,278 | .94 | .76 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
| Christopher Poole |
FOR | 23,227,086 | 99.36 | 80.20 | ||||||||||
| WITHHELD | 150,234 | .64 | .52 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
| Stephen Richards |
FOR | 23,227,086 | 99.36 | 80.20 | ||||||||||
| WITHHELD | 150,234 | .64 | .52 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
| Robert van Schoonenberg |
FOR | 23,145,724 | 99.01 | 79.92 | ||||||||||
| WITHHELD | 231,596 | .99 | .80 | |||||||||||
| NON VOTES | 4,142,406 | 14.30 | ||||||||||||
Proposal 2 of the Proxy Statement, ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2014, was approved by the following vote:
| Proposal | Vote type | Voted | Voted (%) | Outstanding(%) | ||||||||||
| ACCOUNTANTS |
For | 25,242,768 | 91.73 | 87.16 | ||||||||||
| Against | 2,267,778 | 8.24 | 7.83 | |||||||||||
| Abstain | 9,180 | .03 | .03 | |||||||||||
| Non Votes | 0 | .00 | .00 | |||||||||||
Proposal 3 of the Proxy Statement, the advisory (non-binding) vote on executive compensation (the “say-on-pay vote”), was approved by the following vote:
| Proposal | Vote type | Voted | Voted (%) | Outstanding (%) | ||||||||
| EXECUTIVE |
FOR | 18,985,191 | 81.22 | 65.55 | ||||||||
| COMPENSATION |
AGAINST | 2,967,286 | 12.69 | 10.25 | ||||||||
| ABSTAIN | 1,424,406 | 6.09 | 4.92 | |||||||||
| NON-VOTES | 4,142,406 | 14.30 | ||||||||||
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.
| Guidance Software, Inc. |
| (a Delaware Corporation) |
| /S/ Mark E. Harrington |
| General Counsel and Corporate Secretary |
May 5, 2014