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RMKR > SEC Filings for RMKR > Form 8-K on 5-Jun-2013All Recent SEC Filings

Show all filings for RAINMAKER SYSTEMS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RAINMAKER SYSTEMS INC


5-Jun-2013

Submission of Matters to a Vote of Security Holders, Financial Statements a


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

The 2013 Annual Meeting of Stockholders of Rainmaker Systems, Inc. ("Rainmaker" or the"Company") was held on June 5, 2013 (the "Annual Meeting"). At the Annual Meeting, the matters voted upon and the number of votes cast for or against, as well as the abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in Rainmaker's definitive proxy statement for the Annual Meeting which was filed with the SEC on May 1, 2013.
Proposal 1 - Election of Directors
The following nominees were each elected as Class 1 Directors to serve on the Board of Directors for a three-year term until the Company's 2016 annual meeting or until his successor is duly elected and qualified.
Nominee Votes For Votes Withheld Abstentions Broker Non Votes Donald J. Massaro 20,223,775 159,095 - 12,674,105 C. Finnegan Faldi 19,197,026 1,185,844 - 12,674,105

Proposal 2 - Advisory Vote on Compensation of the Company's Named Executive Officers
The advisory vote on the compensation of the Company's named executive officers was approved.
Votes For Votes Against Abstentions Broker Non Votes 19,288,721 408,584 685,565 12,674,105

Proposal 3 - Advisory Vote on Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers Three years received the most votes.
One Year Two Years Three Years Abstentions Broker Non Votes 2,407,693 61,480 16,972,180 941,517 12,674,105

Proposal 4 - Ratification of Appointment of Independent Auditors The appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified. Votes For Votes Against Abstentions Broker Non Votes 32,109,795 227,535 719,645 -


Proposal 5 - To amend the 2003 Stock Incentive Plan The proposal to amend the 2003 Stock Incentive Plan was approved. Votes For Votes Against Abstentions Broker Non Votes 17,619,989 2,136,121 626,760 12,674,105

Proposal 6 - To amend the Company's Certificate of Incorporation to effect a reverse split of the Company's outstanding shares of Common Stock by a ratio of one-for-four to one-for-eight, inclusive, without further approval or authorization of its stockholders
The proposal to amend the Certificate of Incorporation was approved. Votes For Votes Against Abstentions Broker Non Votes 31,886,043 1,130,030 40,902 -



Item 9.01 - Financial Statements and Exhibits
(d) Exhibits. None.


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