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: June 5, 2015

 

(Date of earliest event reported):

 

 

INNODATA INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware 0-22196 13-3475943
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation)   Identification No.)

  

Three University Plaza   07601
Hackensack, NJ 07601   (Zip Code)
(Address of principal executive offices)    

  

(201) 371-8000
(Registrant's telephone number, including area code)
 
 
(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

 

(a)Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 5, 2015. At the Annual Meeting of Stockholders the Company’s Stockholders (1) elected all six of the Company’s nominees for director; (2) approved the appointment of CohnReznick LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2015; and (3) approved on an advisory basis the compensation of the Company’s named executive officers.

 

(b)The following matters set forth in the Company’s Proxy Statement dated April 24, 2015 were voted upon with the results indicated below:

 

Proposal #1- Election of Directors:

 

Name For Withheld Broker Non-Votes
Jack S. Abuhoff 11,076,264 377,751 11,210,279
       
Haig S. Bagerdjian 7,557,450 3,896,565 11,210,279
       
Louise C. Forlenza 11,021,962 432,053 11,210,279
       
Stewart R. Massey 11,028,462 425,553 11,210,279
       
Anthea C. Stratigos 10,886,766 567,249 11,210,279
       
Andargachew S. Zelleke 10,338,322 1,115,693 11,210,279

 

Proposal #2- Ratification of the selection and appointment of CohnReznick LLP as the Company’s independent auditors for the fiscal year ending December 31, 2015:

 

For Against Abstain

22,388,662

143,560

132,072

 

Proposal #3- Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

 

For Against Abstain Broker Non-Votes

9,827,768

1,287,672

338,575

11,210,279

 

 
 

 

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 thereunto duly authorized.

  

  INNODATA INC.
   
   
   
Date:  June 8, 2015 By:  /s/ Amy R. Agress
  Amy R. Agress
  Vice President and General Counsel