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KEYN > SEC Filings for KEYN > Form 8-K on 18-Mar-2013All Recent SEC Filings

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Form 8-K for KEYNOTE SYSTEMS INC


18-Mar-2013

Submission of Matters to a Vote of Security Holders


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

(a) Keynote held its Annual Meeting on March 15, 2013. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities and 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 and with respect to the election of directors were as indicated:

(1) Holders of Keynote's common stock voted to elect seven directors, each to serve until his or her successor has been elected and qualified or until his or her earlier resignation or removal as follows:

                  Name                        For          Withheld
                  Umang Gupta               15,502,979        28,228
                  Charles M. Boesenberg     15,016,767       514,440
                  Mohan Gyani               15,181,611       349,596
                  Jennifer M. Johnson       15,393,477       137,730
                  Raymond L. Ocampo Jr.     15,519,477        11,730
                  Anthony Sun               15,404,023       127,184
                  Mark Jung                 15,517,458        13,749

(2) Holders of Keynote's common stock voted to approve, on an advisory basis, the compensation of Keynote's named executive officers:

                      Shares voted in favor:     13,419,688
                      Shares voted against:       2,099,563
                      Shares abstaining:             11,955

(3) Holders of Keynote's common stock voted to ratify the appointment of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending September 30, 2013:

                      Shares voted in favor:     17,397,538
                      Shares voted against:           7,324
                      Shares abstaining:             15,933


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