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DLGC > SEC Filings for DLGC > Form 8-K on 3-Jun-2013All Recent SEC Filings

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Form 8-K for DIALOGIC INC.


3-Jun-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 Stockholders (the "Annual Meeting") of Dialogic Inc. (the "Company") was held on May 29, 2013. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitation. There were 15,874,315 shares of common stock entitled to vote at the Annual Meeting and a total of 10,605,059 shares of common stock were represented at the Annual Meeting in person or by proxy, constituting a quorum. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1

Kevin Cook and Giovani Richard Piasentin were elected as directors to hold
office until the 2016 Annual Meeting of Stockholders by the following vote:



         Nominee                        For       Withheld   Broker Non-Votes
         Kevin Cook                  10,516,380    88,679           0
         Giovani Richard Piasentin   10,488,608   116,451           0

In addition to the directors elected above, each of Nick DeRoma and Rajneesh Vig will continue to serve as directors until the 2014 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal. Each of Dion Joannou, Patrick Jones and W. Michael West will continue to serve as directors until the 2015 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal.

Proposal No. 2

The issuance of 1,442,172shares of the Company's common stock issued pursuant to the subscription agreement entered into by and among the Company and certain investors on February 7, 2013 in connection with the restructuring of the Company's debt obligations was approved by the following vote:

For Against Abstain Broker Non-Votes 10,533,138 71,301 620 0

Proposal No. 3

The one-time stock option exchange program which would allow employees, officers
and directors of the Company and its affiliates to surrender certain outstanding
stock options for cancellation in exchange for new stock awards was approved by
the following vote:



                  For          Against   Abstain   Broker Non-Votes
                  10,016,495   144,790   443,774          0


--------------------------------------------------------------------------------
Proposal No. 4

The advisory vote on executive compensation of the Company's named executive officers as described in the Company's proxy statement was approved as follows:

For Against Abstain Broker Non-Votes 10,026,597 135,088 443,374 0

Proposal No. 5

The advisory vote on the preferred frequency of the solicitation of the stockholders' advisory vote on the executive compensation of the Company's named executive officers. "3 Years" was indicated as the preferred frequency. The voting result for this proposal was approved as follows:

3 Years 2 Years 1 Year Abstain Broker Non-Vote 9,535,495 463,795 160,816 444,953 0


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