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): August 10, 2017 (August 9, 2017)

 

 

Majesco

 

(Exact Name of Registrant as Specified in its Charter)

 

 

California 001-37466 77-0309142
(State or Other Jurisdiction
 of Incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

 

412 Mount Kemble Ave, Suite 110C, Morristown, NJ 07960

 

(Address of Principal Executive Offices)

 

 

Registrant's telephone number, including area code (973) 461-5200

 

 

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:

 

¨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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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.

 

On August 9, 2017, Majesco (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).  A total of 33,674,745 shares of common stock constituting a quorum were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 23, 2017, are as follows:

 

Proposal 1. At the Annual Meeting, the terms of all eight (8) members of the Board of Directors expired. All of the eight (8) nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the eight (8) directors was as follows:

 

Directors  For   Withheld  

 

Abstentions

   Broker
Non-Votes
 
Dr. Arun K. Maheshwari   31,310,219    31,229    2,317    2,330,980 
Ketan Mehta   31,138,874    202,596    2,295    2,330,980 
Earl Gallegos   31,328,940    14,721    104    2,330,980 
Steven R. Isaac   31,328,882    14,724    159    2,330,980 
Atul Kanagat   31,326,455    14,938    2,372    2,330,980 
Sudhakar Ram   31,137,983    203,404    2,378    2,330,980 
Robert P. Restrepo, Jr.   31,229,790    41,645    2,350    2,330,980 
Westley V. Thompson   31,307,173    34,292    2,295    2,330,980 

 

Proposal 2. At the Annual Meeting, the stockholders approved the appointment of MSPC Certified Public Accountants and Advisors, P.C. as the Company’s independent auditors for the fiscal year ending March 31, 2018. The result of the votes to approve MSPC Certified Public Accountants and Advisors, P.C. was as follows:

 

For   Against   Abstain   Broker
Non-Votes
 
 33,669,831    4,103    811    0 
                  

 

 

 

 

 

Signatures

 

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.

 

  Majesco  
       
       
  By: /s/ Ketan Mehta  
   

Ketan Mehta, President and Chief

Executive Officer

 
Date:  August 10, 2017