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 12, 2016 (May 12, 2016)
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. |
Imprivata, Inc. (the “Company”) held its annual meeting of stockholders on May 12, 2016 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 24,318,616 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 1—Election of directors. The stockholders voted on the election of three Class II directors of the Company, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2019 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 II Director Nominees |
||||||||||||
| David Barrett |
17,514,631 | 781,638 | 6,022,347 | |||||||||
| Paul Maeder |
17,514,731 | 781,538 | 6,022,347 | |||||||||
| John Blaeser |
17,514,631 | 781,638 | 6,022,347 | |||||||||
Accordingly, the foregoing nominees were elected as Class II directors to the Company’s board of directors.
Proposal 2—Ratification 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, 2016. Stockholders voted as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 24,183,337 |
73,498 | 61,781 | 0 |
Accordingly, the appointment of the independent registered public accounting firm was ratified.
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 16, 2016 | IMPRIVATA, INC. | |||||
| By: | /s/ Jeffrey Kalowski | |||||
| Jeffrey Kalowski | ||||||
| Chief Financial Officer | ||||||