Attached files

file filename
EX-10.1 - 10.1 - 2012 STOCK INCENTIVE COMPENSATION PLAN. - XURA, INC.mm06-2515_8ke101.htm


 
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, 2015
 
________________________
 
COMVERSE, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
001-35572
04-3398741
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
   
200 Quannapowitt Parkway
Wakefield, Massachusetts
(Address of principal executive offices)
 
01880
(Zip Code)
 
Registrant's telephone number, including area code: (781) 246-9000

N/A
(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:

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 24, 2015, Comverse, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders. At the meeting, the Company’s stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 28, 2015. As of the close of business on the record date of April 28, 2015, 22,695,729 shares of the Company’s common stock were outstanding. The Company’s stockholders voted as indicated below on the following proposals:

1.  
Election of directors to serve until the 2016 annual meeting of stockholders and until the election and qualification of their successors:

 
VOTES CAST FOR
 
VOTES CAST AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
Susan D. Bowick
17,147,869
 
197,611
 
2,256
 
3,592,598
James Budge
17,148,515
 
196,953
 
2,268
 
3,592,598
Matthew A. Drapkin
17,148,494
 
197,009
 
2,233
 
3,592,598
Doron Inbar
17,197,457
 
148,045
 
2,234
 
3,592,598
Henry R. Nothhaft
16,985,000
 
360,503
 
2,233
 
3,592,598
Philippe Tartavull
17,331,975
 
13,535
 
2,226
 
3,592,598
Mark C. Terrell
17,147,863
 
197,653
 
2,220
 
3,592,598

Each nominee was elected to the Board of Directors of the Company, to hold office until the 2016 annual meeting of stockholders and until his or her successor has been duly elected and qualified.

2.  
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2016:

 
VOTES CAST FOR
 
VOTES CAST AGAINST
 
ABSTENTIONS
 
 
20,922,546
 
12,632
 
5,156
 

Proposal 2 was approved.

3.  
Approval of the adoption of the Company’s 2015 Employee Stock Purchase Plan:

 
VOTES CAST FOR
 
VOTES CAST AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
 
 
17,276,119
 
15,886
 
55,731
 
3,592,598
 

Proposal 3 was approved.

4.  
Approval of the Company’s Amended and Restated 2012 Stock Incentive Compensation Plan:

Proposal 4 was approved.

 
VOTES CAST FOR
 
VOTES CAST AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
 
 
15,710,021
 
1,624,931
 
12,784
 
3,592,598
 
 
 
 
 
2

 
 

 
5.  
Approval of the Company’s Rights Agreement:

 
VOTES CAST FOR
 
VOTES CAST AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
 
 
14,148,807
 
3,196,570
 
2,359
 
3,592,598
 

Proposal 5 was approved.


Item 9.01.  Financial Statements and Exhibits.
 
(d)           Exhibits.
 
 
10.1
Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan.
 
 
 
 
 
 
 
 
 
 
 
 
 

 
3

 

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.
 
 
COMVERSE, INC.
   
 
By:
/s/ Roy S. Luria
   
Roy S. Luria
Senior Vice President, General Counsel and Corporate Secretary
 
Date:  June 25, 2015
 
 
 
 
 
 
 
 
 
 
 
 

 

 
4

 


EXHIBIT INDEX

Exhibit No.
Description
10.1
Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan.

 

 
 
 
 
 
 
 
 
 
 
 
 
 
5