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GUID > SEC Filings for GUID > Form 8-K on 17-May-2013All Recent SEC Filings

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Form 8-K for GUIDANCE SOFTWARE, INC.


17-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

The 2013 annual meeting of shareholders of Guidance Software, Inc. (the "Company") was held on May 16, 2013. As of the record date for the meeting, the Company had 28,166,689 shares of common stock outstanding, each of which is entitled to one vote. The voting tabulation was as follows:

Eligible votes : 28,166, 689 Shares voted : 25,954,225 Percentage of eligible shares voted: 92.15% Proxies Cast: 142

All of the nominees for director listed in Proposal 1 of the Company's Definitive Proxy Statement (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 5, 2013, were elected as follows:

  Director                  Vote Type      Voted          Voted (%)       Outstanding (%)
  Shawn McCreight           FOR           21,928,798           99.31                 77.86
                            WITHHELD         153,376            0.69                  0.54
                            NON VOTES      3,872,051                                 13.75
  Victor Limongelli         FOR           21,947,982           99.39                 77.92
                            WITHHELD         134,192            0.61                  0.48
                            NON VOTES      3,872,051                                 13.75
  Jeff Lawrence             FOR           21,883,608           99.10                 77.70
                            WITHHELD         198,566            0.90                  0.70
                            NON VOTES      3,872,051                                 13.75
  Kathleen O'Neil           FOR           21,751,480           98.50                 77.23
                            WITHHELD         330,694            1.50                  1.17
                            NON VOTES      3,872,051                                 13.75
  Christopher Poole         FOR           21,908,346           99.21                 77.78
                            WITHHELD         173,828            0.79                  0.62
                            NON VOTES      3,872,051                                 13.75
  Stephen Richards          FOR           21,884,108           99.10                 77.70
                            WITHHELD         198,066            0.90                  0.70
                            NON VOTES      3,872,051                                 13.75
  Robert van Schoonenberg   FOR           21,883,308           99.10                 77.69
                            WITHHELD         198,866            0.90                  0.71
                            NON VOTES      3,872,051                                 13.75

Proposal 2 of the Proxy Statement, ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2013, was approved by the following vote:

        Proposal      Vote type      Voted          Voted (%)       Outstanding(%)
                      For           25,563,489           98.50                90.77
        ACCOUNTANTS   Against          389,847            1.50                 1.38
                      Abstain              889             .00                  .00
                      Non Votes              0             .00                  .00


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