Summary of TELENAV, INC. - Yahoo! Finance

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statem

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting") of Telenav, Inc. (the "Company") was held on November 27, 2012. The following proposals were submitted to a vote of the stockholders and were approved:
Proposal No. 1 - Election of Directors
The stockholders elected two individuals to serve as Class III directors on the Company's Board of Directors as set forth below:

                      Votes        Votes        Broker
                       For        Withheld    Non-Votes
Dr. HP Jin         24,334,971    2,467,192    8,571,380
Joseph M. Zaelit   26,673,833      128,330    8,571,380

Proposal No. 2 - Approval of the Material Terms of the 2009 Equity Incentive Plan
The results of the voting were 21,660,665 votes for, 5,137,798 votes against, 3,700 abstentions and 8,571,380 broker non-votes.
Proposal No. 3 - Approval of the Material Terms of the Internal Revenue Code
162(m) Bonus Plan The results of the voting were 25,246,891 votes for, 937,602 votes against, 617,670 abstentions and 8,571,380 broker non-votes.
Proposal No. 4 - Approval of the Proposed Amendment to the Second Amended and Restated Certificate of Incorporation
The results of the voting were 35,332,423 votes for, 26,416 votes against, 14,704 abstentions and no broker non-votes.
Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accountants
The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for the fiscal year ending June 30, 2013, as set forth below:

Votes for          35,315,845
Votes Withheld         45,066
Abstentions            12,632
Broker Non-Votes            -

ITEM 8.01. OTHER EVENTS
On November 27, 2012, the Company filed a Certificate of Amendment of its Second Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"). The Certificate of Amendment is attached as Exhibit 3.1.1 to this Form 8-K.
On October 23, 2012, the Board of Directors of the Company (the "Board") approved the Company's nonemployee director compensation arrangement, including an amendment to the Company's 2009 Equity Incentive Plan (the "Plan"), effective as of the date of the 2012 Annual Meeting. The Plan, as amended, and a summary of the nonemployee director compensation arrangement are attached as Exhibit 10.4.1 and Exhibit 10.28, respectively, to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number Description


3.1.1              Certificate of Amendment of Second Amended and Restated
                   Certificate of Incorporation of Telenav, Inc. filed on
                   November 27, 2012.

10.4.1 2009 Equity Incentive Plan, as amended.

10.28 Summary of Nonemployee Director Compensation.