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

May 1, 2017

Date of Report (Date of earliest event reported)

 

 

MONOTYPE IMAGING HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33612   20-3289482

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

600 Unicorn Park Drive

Woburn, Massachusetts 01801

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 970-6000

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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging Growth Company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2017 Annual Meeting of Stockholders of Monotype Imaging Holdings Inc. (the “Company”), which was held on May 1, 2017 (the “Annual Meeting”), the Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement and Definitive Additional Proxy Soliciting Materials filed with the Securities and Exchange Commission on April 5, 2017 and April 19, 2017, respectively: (i) to elect Robert L. Lentz, Douglas J. Shaw and Peter J. Simone as Class II directors of the Company to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal; (ii) to hold an advisory vote to approve the compensation of the Company’s named executive officers; (iii) to hold an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 3”); (iv) to approve the Company’s Third Amended and Restated 2007 Stock Option and Incentive Plan, which includes an increase of 1,320,000 shares available for issuance under such plan; and (v) to ratify the audit committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The result of the voting at the Annual Meeting is as follows:

Proposal 1. Election of Directors

 

    For      Against      Abstain      Broker Non-Votes

Robert L. Lentz

  36,252,245      125,442      6,785      2,299,153

Douglas J. Shaw

  35,323,104      1,059,625      1,743      2,299,153

Peter J. Simone

  36,198,780      175,224      10,468      2,299,153

Proposal 2. Advisory Vote on Executive Compensation

 

For

 

Against

  

Abstain

  

Broker Non-Votes

35,304,728   1,000,905    78,839    2,299,153

Proposal 3. Frequency of Advisory Vote on Executive Compensation

 

Annual

 

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

30,437,068   24,266    5,793,367    129,771    2,299,153

Proposal 4. Approval of the Third Amended and Restated 2007 Stock Option and Incentive Plan

 

For

 

Against

  

Abstain

  

Broker Non-Votes

35,284,228   1,050,488    49,756    2,299,153

Proposal 5. Ratification of Independent Registered Public Accounting Firm

 

For

 

Against

  

Abstain

  

Broker Non-Votes

38,605,434   76,592    1,599    —  

(d) In light of the vote on Proposal 3 and the Company’s Board of Directors’ recommendation that stockholders vote to hold future advisory votes on executive compensation each year, the Company will hold such vote each year until the next required vote on the frequency of stockholders votes on the compensation of executives.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

 

    MONOTYPE IMAGING HOLDINGS INC.
May 1, 2017     By:   /s/ Scott E. Landers
      Scott E. Landers
      Chief Executive Officer