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 20, 2014
FINANCIAL ENGINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-34636 |
94-3250323 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 1050 Enterprise Way, 3d Floor Sunnyvale, California |
94089 | |||
| (address of principal executive offices) | (Zip Code) | |||
(408) 498-6000
(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 obligations 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 (127 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. |
Financial Engines held the Annual Meeting of Stockholders on May 20, 2014. There were 51,270,813 shares of common stock entitled to vote at the Annual Meeting, of which 49,495,233 shares were voted in person or by proxy. The following matters were voted upon as follows:
| Proposal 1: | Election of three Class I directors to hold office until the 2017 Annual Meeting of Stockholders or until their successors are elected and qualified: | |||||
| NOMINEES |
FOR |
WITHHELD |
BROKER NON-VOTES | |||
| Blake R. Grossman |
45,892,027 | 565,750 | 3,037,456 | |||
| Robert A. Huret |
45,906,528 | 551,249 | 3,037,456 | |||
| Jeffrey N. Maggioncalda |
45,643,001 | 814,776 | 3,037,456 |
| Proposal 2: |
The ratification of the appointment of KPMG LLP as Financial Engines’ independent registered public accountants: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 49,476,177 | 9,347 | 9,709 | -0- |
| Proposal 3: |
Approval of the amendment and restatement of the 2009 Stock Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 34,738,000 | 11,719,971 | 11,326 | 3,025,936 |
| Proposal 4: |
Advisory vote to approve executive compensation: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 43,231,362 | 3,146,646 | 91,289 | 3,025,936 |
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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 hereunto duly authorized.
Dated: May 23, 2014
| FINANCIAL ENGINES, INC. | ||
| By: |
/s/ Raymond J. Sims | |
| Raymond J. Sims Executive Vice President, Chief Financial Officer and Chief Risk Officer | ||
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