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): September 11, 2015
 
CICERO, INC.
 
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
000-26392
 
11-2920559
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
8000 Regency Parkway
   
Cary, North Carolina
 
27518
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:  (919) 380-5000
 
 
(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 (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
 
The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Cicero, Inc. (the “Company”) was held on September 11, 2015.

The Company’s stockholders voted on thirteen proposals as follows: to elect Company directors for the ensuing year (Proposal 1); to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 215 million to 600 million (Proposal 2); to amend Article IV (Conversion) of the Series A-1 Convertible Preferred Stock Certificate of Designations to the effect that the Series A-1 Preferred Stock will automatically convert into common stock upon the Company consummating an equity financing for at least $1 million (Proposal 3); to amend Section 6 (Automatic Conversion) of the Series B Convertible Preferred Stock Certificate of Designations to the effect that the Series B Preferred Stock will automatically convert into common stock upon the Company consummating an equity financing for at least $1 million (Proposal 4); to amend the Company’s Amended and Restated Certificate of Incorporation to allow stockholders to be able to act by written consent only while Privet Fund LP and its affiliates own an aggregate of at least 30% of the Company’s outstanding voting stock (Proposal 5); to amend the Company’s Amended and Restated Certificate of Incorporation to provide that only the Board of Directors may call a special meeting of stockholders of the Company (Proposal 6); to amend the Company’s Amended and Restated Certificate of Incorporation to renounce the Company’s expectancy regarding certain corporate opportunities presented to Privet Fund LP and its affiliates (Proposal 7); to amend the Company’s Amended and Restated Certificate of Incorporation to not be governed by the provisions of Section 203 of the Delaware General Corporation Law (Proposal 8); to amend the Company’s Amended and Restated Certificate of Incorporation establishing the courts located within the State of Delaware as the exclusive forum for the adjudication of certain legal actions by the stockholders (Proposal 9); to amend the Company’s Amended and Restated Certificate of Incorporation to authorize 10 million shares of “blank check” preferred stock (Proposal 10); to approve, by non-binding vote, the Company’s executive compensation (Proposal 11); to recommend, by non-binding vote, the frequency of advisory votes on executive compensation (Proposal 12); and to ratify the selection of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 (Proposal 13).

All nominees for election to the Board as Directors were elected to serve until the 2016 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until such director’s earlier resignation or removal. The stockholders approved Proposals 2 – 11, selected “3 Years” for Proposal 12 and ratified Proposal 13. The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.

Proposal 1
 
Shares For
   
Shares Withheld
   
Broker Non-Votes
 
John L. Steffens
    144,894,120       3,115       0  
John Broderick
    144,734,742       162,493       0  
Mark Landis
    144,889,120       8,115       0  
Bruce D. Miller
    144,889,120       8,115       0  
Don Peppers
    144,889,120       8,115       0  
Ryan Levenson
    144,889,120       8,115       0  
Thomas Avery
    144,889,183       8,052       0  

 
 

 

   
Shares For
   
Shares Against
   
Shares Abstaining
   
Broker Non-Votes
 
Proposal 2
    144,809,457       87,694       84       0  
Proposal 3
    1,340.972       0       0       0  
Proposal 4
    8,733       0       0       0  
Proposal 5
    144,696,220       198,931       2,084       0  
Proposal 6
    144,648,024       249,211       0       0  
Proposal 7
    144,412,978       482,173       2,084       0  
Proposal 8
    144,524,160       322,879       50,196       0  
Proposal 9
    144,697,304       197,931       2,000       0  
Proposal 10
    144,648,089       249,146       0       0  
Proposal 11
    144,431,257       89,757       376,221       0  
Proposal 13
    144,894,633       602       2,000       0  
 
   
1 Year
   
2 Years
   
3 Years
   
Shares Abstaining
   
Broker Non-Votes
 
Proposal 12
    20,548,737       80,572       124,267,926       0       0  
 
The Board of Directors has considered the stockholder vote regarding the frequency of advisory votes on executive compensation and determined that the Company will hold an advisory vote on its executive compensation every 3 years until the next vote by the Board on frequency, which will be no later than the Company’s Annual Meeting of Stockholders in 2021.
 
 
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
CICERO, INC.
 
       
Date: September 15, 2015
By:
/s/ John Broderick  
   
John Broderick,
 
   
Chief Executive Officer