UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2014

 

TANGOE, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35247

 

06-1571143

(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

35 Executive Blvd., Orange, Connecticut

 

06477

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (203) 859-9300

 

 

(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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 5, 2014, Tangoe, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). At this meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Company’s 2011 Stock Incentive Plan (the “Plan”), which amendment had been previously adopted by the Company’s Board of Directors subject to stockholder approval, to reserve an additional 950,000 shares of common stock of the Company for issuance under the Plan.

 

A more detailed description of the Plan, and the amendment thereto, is contained in the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”) under the heading “Proposal 4: To Amend our 2011 Stock Incentive Plan to Reserve an Additional 950,000 Shares of Common Stock for Issuance under the 2011 Stock Incentive Plan” and such description is incorporated herein by reference. The full text of the Plan, as amended, was included as Appendix A to the Proxy Statement.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the following proposals were adopted by the votes specified below.

 

 

 

For

 

Against/
Withheld

 

 

 

Broker
Non-Votes

 

1.              To elect three class III directors, each for a three year term.

 

 

 

 

 

 

 

 

 

James D. Foy

 

31,434,504

 

309,671

 

 

 

4,195,865

 

Richard S. Pontin

 

31,001,420

 

742,755

 

 

 

4,195,865

 

Albert R. Subbloie, Jr.

 

31,409,403

 

334,772

 

 

 

4,195,865

 

 

 

 

For

 

Against/
Withheld

 

Abstain

 

 

 

2.              To ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

35,826,216

 

10,962

 

102,862

 

 

 

 

 

 

For

 

Against/
Withheld

 

Abstain

 

Broker
Non-Votes

 

3.              To vote on a non-binding advisory proposal to approve executive compensation.

 

24,850,568

 

6,693,034

 

200,573

 

4,195,865

 

 

 

 

For

 

Against/
Withheld

 

Abstain

 

Broker
Non-Votes

 

4.              To amend the Company’s 2011 Stock Incentive Plan to reserve an additional 950,000 shares of common stock for issuance under the 2011 Stock Incentive Plan.

 

19,889,910

 

11,703,913

 

150,352

 

4,195,865

 

 

2



 

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.

 

 

Date: June 10, 2014

 

 

By:

/s/ Albert R. Subbloie, Jr.

 

 

Albert R. Subbloie, Jr.

 

 

President and Chief Executive Officer

 

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