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SDBT > SEC Filings for SDBT > Form 8-K on 22-May-2013All Recent SEC Filings

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Form 8-K for SOUNDBITE COMMUNICATIONS INC


22-May-2013

Submission of Matters to a Vote of Security Holders


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

On May 22, 2013, we held our 2013 Annual Meeting of Stockholders and presented the following proposals to our stockholders:

1. election of two Class III directors to hold office until the 2016 Annual Meeting of Stockholders;

2. ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013;

3. approval, on an advisory basis, of the compensation of our "named executive officers"; and

4. approval, on an advisory basis, of the frequency of future advisory votes on executive compensation.

Proxies for the annual meeting were solicited by the board of directors pursuant to Section 14(a) of the Securities Exchange Act, and there were no solicitations in opposition to the board's solicitation. There were 16,507,039 shares of common stock entitled to vote at the annual meeting, and a total of 14,211,773 shares of common stock were represented at the annual meeting in person or by proxy.

At the annual meeting, our stockholders voted on the following:

1. Election of Two Class III Directors

Each of William Geary and Jill Smith was elected as a Class III director, to serve until the 2016 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or until his or her earlier death, resignation or removal. The numbers of votes cast for and withheld from, and the numbers of broker non-votes regarding, the director nominees are set forth below:

                                              Number of Votes
                                                                  Broker
              Nominee                For          Withheld       Non-Votes
              William J. Geary     10,760,673        20,700       3,430,400
              Jill D. Smith        10,771,273        10,100       3,430,400

2. Ratification of Deloitte & Touche LLP

The selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2013 was ratified. The numbers of votes cast for and against the selection of Deloitte & Touche LLP are set forth below:

Number of Votes For Against 14,211,773 0

There were no abstentions.



3. Approval, on an Advisory Basis, of the Compensation of "Named Executive Officers"

The compensation of our "named executive officers," as disclosed in the section entitled "Executive Compensation" in the proxy statement for the annual meeting, was approved on an advisory basis. The numbers of votes cast for and against, and the numbers of abstentions and broker non-votes regarding, approval of such executive compensation are set forth below:

                                   Number of Votes
                                                        Broker
                         For       Against   Abstain   Non-Votes
                      10,354,314   413,350   13,709    3,430,400

4. Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Executive Compensation

The holding of annual future advisory votes on executive compensation was approved on an advisory basis. The numbers of votes cast for holding advisory votes annually, biennially and triennially, and the numbers of abstentions and broker non-votes regarding, approval of the frequency of future advisory votes on executive compensation are set forth below:

                                    Number of Votes
                                                              Broker
                    1 year     2 years   3 years   Abstain   Non-Votes
                  10,552,352   83,737    142,884    2,400    3,430,400


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