On February 14, 2013, following approval by the stockholders of Mitek Systems, Inc., a Delaware corporation (the "Company"), the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to provide for an increase in the number of shares of common stock of the Company authorized for issuance from 40,000,000 to 60,000,000 (the "Certificate of Amendment"). The number of authorized shares of preferred stock of the Company remains unchanged at 1,000,000 shares. Accordingly, the Certificate of Amendment also reflects an increase in the aggregate number of authorized shares of all classes of Company capital stock from 41,000,000 to 61,000,000.

The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.

On February 13, 2013, the Company held an annual meeting of its stockholders (the "Annual Meeting"). As of January 3, 2013, the record date for the Annual Meeting, there were 26,041,283 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 20,071,049 shares of the Company's common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals are more fully described in the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 14, 2013.

1. A proposal to elect the following seven directors to serve until the Company's 2014 annual meeting of stockholders and until their respective successors have been elected and qualified: John M. Thornton, James B. DeBello, Vinton P. Cunningham, Gerald I. Farmer, Bruce E. Hansen, Alex W. "Pete" Hart and Sally B. Thornton.

                                   For          Withheld        Broker Non-Votes
        John M. Thornton         7,126,909         637,298             12,306,842
        James B. DeBello         7,164,137         600,070             12,306,842
        Vinton P. Cunningham     7,334,855         429,352             12,306,842
        Gerald I. Farmer         6,785,174         979,033             12,306,842
        Bruce E. Hansen          7,338,205         426,002             12,306,842
        Alex W. "Pete" Hart      6,977,896         786,311             12,306,842
        Sally B. Thornton        6,258,270       1,505,937             12,306,842

2. A proposal to approve an amendment to the Company's restated certificate of incorporation to increase the number of authorized shares of common stock from 40,000,000 to 60,000,000.

For Against Abstained Broker Non-Votes 17,413,948 2,612,743 44,358 0

For Against Abstained Broker Non-Votes 18,579,074 1,372,954 119,021 0

4. A proposal to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

For Against Abstained Broker Non-Votes 14,983,083 4,711,014 376,952 0

(d) Exhibits

3.1 Certificate of Amendment of Restated Certificate of Incorporation of Mitek Systems, Inc.