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 14, 2018 (August 13, 2018)

 

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 13, 2018, Majesco (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).  A total of 36,631,715 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 25, 2018, 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 were as follows:

 

Directors  For   Withheld  

 

Abstentions

   Broker
Non-Votes
 
Dr. Arun K. Maheshwari   31,481,087    55,089    73,961    2,193,999 
Ketan Mehta   31,287,630    248,546    73,961    2,193,999 
Earl Gallegos   31,522,546    13,630    73,961    2,193,999 
Rajesh Hukku   31,522,846    12,880    74.411    2,193,999 
Steven R. Isaac   31,514,699    21,477    73,961    2,193,999 
Atul Kanagat   31,512,156    24,020    73,961    2,193,999 
Sudhakar Ram   31,296,778    239,392    73,967    2,193,999 
Robert P. Restrepo, Jr.   31,524,010    11,716    74,411    2,193,999 

 

Proposal 2. At the Annual Meeting, the stockholders approved an increase in the number of shares authorized for issuance under the 2015 Plan by 2,000,000 shares to 5,877,263 shares from 3,877,263 shares. The result of the votes to approve the increase in the number of shares authorized for issuance under the 2015 Plan by 2,000,000 shares to 5,877,263 shares from 3,877,263 shares were as follows:

 

For  Against  Abstain  Broker
Non-Votes
30,977,822  632,236  79  2,193,999

 

Proposal 3. 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, 2019. The result of the votes to approve MSPC Certified Public Accountants and Advisors, P.C. were as follows:

 

 For  Against  Abstain  Broker
Non-Votes
33,708,498  21,669  73,969  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 14, 2018