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 15, 2015 (May 12, 2015)

 

 

IMPRIVATA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-36516   04-3560178

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

10 Maguire Road, Building 1, Suite 125

Lexington, MA

  02421
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 674-2700

Not Applicable

(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:

 

¨ 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 Imprivata, Inc. (the “Company”) annual meeting of stockholders was held on May 12, 2015 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 22,403,222 shares of common stock (entitled to one vote per share). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1Election of directors. The stockholders voted on the election of two Class I directors of the Company, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2018 and until such director’s successor is elected or until such director’s earlier resignation or removal. Stockholders voted as follows:

 

     For      Withheld      Broker
Non-Votes
 

Class I Director Nominees

        

Omar Hussain

     19,930,818        92,920        2,379,484  

David Orfao

     19,937,818        85,920        2,379,484  

Accordingly, the foregoing nominees were elected as Class I directors to the Company’s board of directors.

Proposal 2Ratification of appointment of independent registered public accounting firm. The stockholders voted on the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. Stockholders voted as follows:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

22,248,795

  154,427   0   0

Accordingly, the appointment of the independent registered public accounting firm was ratified.

Proposal 3Approval of the amendment to the 2014 Employee Stock Purchase Plan. The stockholders voted to approve the amendment to the Company’s 2014 Employee Stock Purchase Plan (the “Plan”) to increase the limit on the number of shares of our common stock that can be purchased by any one eligible employee during a payment period from 666 shares of our common stock to 1,000 shares of our common stock, which was originally approved by the Company’s Board and stockholders in 2014.

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

18,353,549

  1,668,809   1,380   2,379,484


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.

 

Date: May 15, 2015 IMPRIVATA, INC.
By:

/s/ Jeffrey Kalowski

Jeffrey Kalowski
Chief Financial Officer

 

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