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 24, 2014
BSQUARE CORPORATION
(Exact name of Registrant as specified in its charter)
| Washington | 000-27687 | 91-1650880 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
110 – 110th Ave NE, Suite 300
Bellevue, WA 98004
Address and Telephone Number of Registrant’s Principal Executive Offices: 425-519-5900
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.
On June 24, 2014, at the 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of BSQUARE Corporation (the “Company”), the Company’s shareholders approved the three proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 30, 2014.
| 1. | To elect Andrew S.G. Harries as a Class II Director, to serve for the ensuing three years and until his successor is duly elected and qualified. |
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Andrew S.G. Harries. |
4,735,280 | 98,716 | 5,093,575 |
| 2. | To approve on an advisory basis the compensation of the Company’s named executive officers. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 2,789,170 |
1,626,007 | 418,819 | 5,093,575 |
| 3. | To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 9,351,661 |
122,665 | 453,245 | — | |||
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.
| BSQUARE CORPORATION
| ||||||||
| Dated: June 30, 2014 | By: | /s/ Scott C. Mahan | ||||||
| Scott C. Mahan | ||||||||
| Senior Vice President, Operations | ||||||||
| and Chief Financial Officer | ||||||||