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 19, 2014
WAVE SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
|
DELAWARE |
|
0-24752 |
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13-3477246 |
|
(State or other jurisdiction of |
|
(Commission File |
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(IRS Employer |
480 Pleasant Street, Lee, Massachusetts 01238
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (413) 243-1600
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On June 19, 2014, Wave Systems Corp. (the “Company”) held its Annual Meeting of stockholders. At the Annual Meeting, the stockholders voted on the following matters:
1. The re-election of seven directors to hold office until the next Annual Meeting and until their successors are duly elected and qualified. The nominees to the Board of Directors were re-elected with the following results:
|
Nominees |
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For |
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Withheld Authority |
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Abstentions and |
|
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John E. Bagalay Jr |
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9,718,900 |
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1,706,193 |
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21,334,061 |
|
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Nolan Bushnell |
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4,290,613 |
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7,134,480 |
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21,334,061 |
|
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Robert Frankenberg |
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10,019,956 |
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1,405,137 |
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21,334,061 |
|
|
George Gilder |
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4,223,396 |
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7,201,697 |
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21,334,061 |
|
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William Solms |
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11,314,495 |
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110,598 |
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21,334,061 |
|
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Lorraine Hariton |
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11,314,382 |
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110,711 |
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21,334,061 |
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David Côté |
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11,315,624 |
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109,469 |
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21,334,061 |
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2. The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers was approved with the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
|
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10,045,624 |
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968,468 |
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411,000 |
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21,334,062 |
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3. The approval of a the Amended and Restated 2004 Employee Stock Purchase Plan was approved with the following vote:
|
For |
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Against |
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Abstain |
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Broker Non-Votes |
|
|
9,333,473 |
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1,693,182 |
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398,437 |
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21,331,062 |
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4. The ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2014 was approved with the following vote:
|
For |
|
Against |
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Abstain |
|
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31,443,377 |
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1,091,009 |
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224,768 |
|
Item 8.01. Other Events.
On June 19, 2014, David Côté was appointed as Vice Chairman of the Company’s Board of Directors, effective immediately.