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

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Submission of Matters to a Vote of Security Holders

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

(a) Responsys held the Annual Meeting on May 29, 2013. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the 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 was as indicated:

(1) Holders of Common Stock voted to elect two Class II directors, each to serve until his successor has been elected and qualified or until his earlier resignation or removal as follows:

          Name                     For          Withheld       Broker Non-Votes
          Robert W. Frick        33,877,795        82,364              9,787,879
          Gregory C. Gretsch     33,600,436       359,723              9,787,879

(2) Holders of Common Stock voted to approve the non-binding advisory resolution on compensation paid to Responsys' named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including "Compensation Discussion and Analysis," "Executive Compensation Tables" and narrative discussion as follows:

                      Shares Voted in Favor:     30,965,241
                      Shares Voted Against:       2,993,524
                      Shares Abstaining:              1,394
                      Broker Non-Votes:           9,787,879

(3) Holders of Common Stock voted to ratify the appointment of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2013 as follows:

                      Shares Voted in Favor:     43,537,351
                      Shares Voted Against:         209,793
                      Shares Abstaining:                894

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