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DWRE > SEC Filings for DWRE > Form 8-K on 29-May-2013All Recent SEC Filings

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Form 8-K for DEMANDWARE INC


29-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 29, 2013, Demandware, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). The proposals below, which are described in the Company's definitive proxy statement for the Annual Meeting (the "proxy statement"), were submitted to a vote of the Company's stockholders.

Proposal 1 - The election of two Class I directors, each to serve for a three-year term.

The Company's stockholders re-elected the two nominees named in the proxy statement as Class I directors, each to serve until the 2016 annual meeting of stockholders. The voting results were as follows:

              Nominee        Votes For    Votes Withheld   Broker Non-Votes
          Thomas D. Ebling   25,853,795       69,063          1,446,477
          Jitrendra Saxina   25,853,690       69,168          1,446,477

The terms of office of the following directors continued after the Annual Meeting:

Lawrence S. Bohn

Jill Granoff

Charles F. Kane

Stephan Schambach

Michael J. Skok

Proposal 2 - The approval of the compensation of the Company's named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompany narrative disclosures in the proxy statement.

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 23,741,758 2,174,776 6,324 1,446,477

Proposal 3 - The recommendation of the frequency of future advisory stockholder votes to approve the compensation of the Company's named executive officers.

The stockholders recommended, on an advisory basis, a frequency of every One Year. The voting results were as follows:

One Year Two Years Three Years Abstentions Broker Non-Votes 25,276,622 19,861 621,816 4,559 1,446,477


Proposal 4 - The approval of the Company's 2013 Employee Stock Purchase Plan.

The Company's stockholders approved the 2013 Employee Stock Purchase Plan. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 25,878,583 41,077 3,198 1,446,477

Proposal 5 - The ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending December 31, 2013.

The Company's stockholders ratified the Company's appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending December 31, 2013. The voting results were as follows:

Votes For Votes Against Abstentions 27,319,316 48,494 1,525


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