At the Responsys, Inc. ("Responsy") Annual Meeting of Stockholders held on May 30, 2012 (the "Annual Meeting"), the stockholders of Responsys approved the adoption of Responsys' 2012 Employee Stock Purchase Plan (the "ESPP"). The terms of the ESPP are described in Responsys' Definitive Proxy Statement on Schedule 14A pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") as filed by Responsys on April 30, 2012.

1,500,000 shares of Responsys' common stock, par value $0.0001 per share ("Common Stock") are initially authorized for issuance under the ESPP. In addition, the number of shares of Common Stock reserved for issuance will be automatically increased on January 1st of each year, from 2013 to 2020, by the lesser of (i) one percent (1%) of the total number of shares of Common Stock outstanding on the date immediately preceding the date of increase;
(ii) 1,000,000; or (iii) such smaller number as may be determined by our Board of Directors prior to January 1, of each year.

Any employee, including an executive officer, who is employed by Responsys prior to the beginning of an offering period, is customarily employed for more than twenty hours per week and more than five months per calendar year by Responsys, and continuously employed with Responsys or one of our designated affiliates for a period of time not to exceed two years, will be eligible to participate in the ESPP.

The initial offering period shall run conterminous with the initial purchase period and shall commence on a date determined by the Compensation Committee of the Board of Directors, which shall either be December 1 or June 1, and shall end either May 31 or November 30, respectively. The initial offering period shall consist of a single purchase period. Thereafter, a six-month offering period shall commence on each December 1 and June 1, with each such offering period also consisting of a single six-month purchase period.

The purchase price at which shares will be sold under the ESPP is eighty-five percent (85%) of the lesser of the fair market value of a share of Common Stock on (1) the first business day of the offering period, or (2) the date of purchase.

The foregoing is a summary of the ESPP and does not purport to be complete. The foregoing is qualified in its entirety by reference to the ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(e) The disclosures made under Item 1.01 above are hereby incorporated by reference into this Item 5.02(e).

(a) Responsys held the Annual Meeting on May 30, 2012. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Exchange Act.

(b) The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated:

(1) Holders of Common Stock voted to elect two Class I directors, each to serve until his successor has been elected and qualified or until his earlier resignation or removal as follows:

             Name                  For       Withheld    Broker Non-Votes
             Bruce Golden       30,701,702   1,933,192      6,474,879
             Michael N. Schuh   30,701,702   1,933,192      6,474,879

(2) Holders of Common Stock voted to approve the adoption of the ESPP as follows:

                      Shares Voted in Favor:     27,774,205
                      Shares Voted Against:       4,860,079
                      Shares Abstaining:                610
                      Broker Non-Votes            6,474,879

(3) Holders of Common Stock voted to approve the non-binding advisory resolution on compensation paid to Responsys' named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including "Compensation Discussion and Analysis," "Executive Compensation Tables" and narrative discussion as follows:

                      Shares Voted in Favor:     31,488,756
                      Shares Voted Against:       1,104,123
                      Shares Abstaining:             42,015
                      Broker Non-Votes:           6,474,879

(4) Holders of Common Stock voted to approve the option of holding an advisory vote on executive compensation once per year as follows:

                     Shares Voted for 1 Year      30,204,566
                     Shares Voted for 2 Years      1,340,379
                     Shares Voted for 3 Years        938,563
                     Shares Abstaining:              151,386
                     Broker Non-Votes:             6,474,879

                      Shares Voted in Favor:     38,693,782
                      Shares Voted Against:         310,656
                      Shares Abstaining:            105,335

(d) Following the vote of holders of Common Stock to approve the non-binding advisory resolution that every year is the preferred frequency with which Responsys holds a non-binding advisory shareholder vote regarding its executive compensation, Responsys will include a non-binding advisory shareholder vote on its executive compensation every year until the next vote on the frequency of shareholder votes on the compensation of executives.

(d) Exhibits.

Exhibit No. Exhibit Title

10.1 2012 Employee Stock Purchase Plan.