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EGOV > SEC Filings for EGOV > Form 8-K on 8-May-2013All Recent SEC Filings

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Form 8-K for NIC INC


8-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

(a - b) At the 2013 Annual Meeting of Stockholders of the Company held on May 7, 2013, Company stockholders voted on three proposals and cast their votes as described below. The proposals are described in the Company's definitive proxy statement filed with the SEC on March 26, 2013.

Proposal 1

The following directors were elected to serve until the 2014 Annual Meeting of
Stockholders and until their successors are elected and qualified as set forth
below:

       Name              For        Withheld    Broker Non-Votes
Harry H. Herington    50,890,614   3,756,121       7,891,428
Art N. Burtscher      53,613,971   1,032,764       7,891,428
Daniel J. Evans       50,467,582   4,179,153       7,891,428
Karen S. Evans        53,617,885   1,028,850       7,891,428
Ross C. Hartley       32,744,989   21,901,746      7,891,428
C. Brad Henry         53,601,829   1,044,906       7,891,428
Alexander C. Kemper   53,601,829   1,044,906       7,891,428
William M. Lyons      47,490,348   7,156,387       7,891,428
Pete Wilson           50,467,282   4,179,453       7,891,428

The Company notes that holders of approximately 40% of outstanding shares that voted cast a "WITHHOLD" vote for Ross C. Hartley. The Company believes that most of these votes were likely cast as a result of a report by Institutional Shareholder Services ("ISS") recommending a "WITHHOLD" vote for Mr. Hartley. This recommendation was based on ISS's determination that Mr. Hartley is an "affiliated outside director" because he participated in the founding of the Company over 20 years ago and served as an officer of a subsidiary of the Company in the 1990s. It is the policy of ISS that "affiliated outside directors" should not serve on the Company's independent board committees. In its discussions with ISS, the Company learned that although former Section 16 officers of a company lose affiliated outside director status after five years, Mr. Hartley will always be treated by ISS as an affiliated outside director, even though his service as a founder of the Company and an officer of a subsidiary of the Company ended over fifteen years ago.

The Company disagrees with the recommendation of ISS. The Board of Directors has determined that Mr. Hartley is "independent" as defined in the listing standards of the NASDAQ Stock Market and the rules of the SEC. The Company believes that Mr. Hartley is not biased in carrying out his responsibilities as a committee member as a result of his prior service to the Company. Mr. Hartley has served as a member of the Audit and Corporate Governance and Nominating Committees for two years. As of May 7, 2013, Mr. Hartley will no longer serve as a member of the Audit Committee, however; the Company believes Mr. Hartley provides unique value to the Company as a member of the Corporate Governance and Nominating Committee and he will continue to serve on this committee.


Proposal 2

Company stockholders approved on an advisory basis the compensation of the Company's named executive officers as set forth in the Company's proxy statement for the 2013 Annual Meeting of Stockholders, as set forth below:

For Against Abstentions Broker Non-Votes 54,253,814 205,843 187,078 7,891,428

Proposal 3

Company stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013 as set forth below:

For Against Abstentions Broker Non-Votes 60,093,426 2,430,675 14,062 0


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