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PEGA > SEC Filings for PEGA > Form 8-K on 25-May-2012All Recent SEC Filings

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Form 8-K for PEGASYSTEMS INC


25-May-2012

Submission of Matters to a Vote of Security Holders


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

The Annual Meeting was held on May 23, 2012. At the Annual Meeting, the following items were presented to the stockholders of the Company for their approval, and approved by the indicated votes:

1. To elect six members nominees named in the Company's proxy statement filed with the Commission on April 2, 2012 to serve on the Company's Board of Directors until its 2013 Annual Meeting of Stockholders and until the successors are duly elected and qualified. Each nominee for director was elected by a vote of stockholders as follows:

          Peter      Richard    Steven     James      Alan       William
          Gyenes     Jones      Kaplan     O'Halloran Trefler    Wyman
FOR       32,676,512 31,849,397 32,451,788 32,451,488 32,150,526 32,449,287
AGAINST   50,313     877,428    275,101    275,201    376,063    275,567
ABSTAIN   3,444      3,444      3,380      3,580      203,680    5,415

Non Votes 2,869,576 2,869,576 2,869,576 2,869,576 2,869,576 2,869,576

2. To approve, by a non-binding advisory vote, the compensation of the Company's named executive officers.

The compensation of the Company's named executive officers was approved on a non-binding advisory basis by a vote of stockholders as follows:

          Executive Compensation
FOR       32,630,325
AGAINST   84,689
ABSTAIN   15,255


Non Votes 2,869,576

3. To approve an amendment to the Company's Restated Articles of Organization to increase the number of authorized shares of common stock from 70,000,000 to 100,000,000.

The amendment to the Company's Restated Articles of Organization to increase the number of authorized shares of common stock from 70,000,000 to 100,000,000 was approved by a vote of stockholders as follows:

          Amendment to the Company's Restated Articles of Organization
FOR       34,142,176
AGAINST   1,422,389
ABSTAIN   35,280

Non Votes 0




4. To ratify the selection by the Audit Committee of the Company's Board of
Directors of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for the year ending December 31, 2012.

                                        The proposal was approved by a vote of
                                        stockholders as follows:

          Auditors
FOR       35,171,715
AGAINST   416,562
ABSTAIN   11,568


Non Votes 0

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