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CALD > SEC Filings for CALD > Form 8-K on 7-Jun-2013All Recent SEC Filings

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Form 8-K for CALLIDUS SOFTWARE INC


7-Jun-2013

Submission of Matters to a Vote of Security Holders


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

Callidus Software Inc. (the "Company") held its 2013 Annual Meeting of Stockholders ("Annual Meeting") on June 5, 2013. As of the record date, April 8, 2013, 37,281,207 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. A total of 32,610,929 shares of Company common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

In accordance with the Company's definitive proxy statement dated April 17, 2013 ("Proxy Statement"), at the meeting, stockholders were requested to: (i) elect two (2) Class I members to the board of directors; (ii) approve the Company's 2013 Stock Incentive Plan; (iii) approve, by an advisory vote, executive compensation as set forth in the Proxy Statement; and (iv) ratify the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2013. The final results of the voting by the Company's stockholders are as follows:

1. Proposal 1: Election of Class I directors. Each of the two
(2) directors nominated for election by the Company's board of directors as Class I directors to hold office for three (3) year terms ending immediately prior to the Company's 2016 Annual Meeting of Stockholders were elected. The voting results were as follows:

                                         Abstentions and Broker
Director             For       Against         Non-Votes
Mark A. Culhane   19,384,532   152,195               13,074,202
David B. Pratt    19,368,473   168,254               13,074,202

2. Proposal 2: Vote on the Company's 2013 Stock Incentive Plan. The Company's stockholders approved the Company's 2013 Stock Incentive Plan. The voting results were as follows:

For Against Abstentions Broker Non-Votes 14,213,143 10,640,242 386,007 7,371,537

3. Proposal 3: Advisory Vote on Executive Compensation. The Company's stockholders approved, on an advisory basis, executive compensation as set forth in the Proxy Statement. The voting results were as follows:

For Against Abstentions Broker Non-Votes 16,916,813 7,935,272 387,307 7,371,537

4. Proposal 4: Appointment of Independent Auditors. The ratification of the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2013 was approved. The voting results were as follows:

For Against Abstentions Broker Non-Votes 32,439,478 106,795 64,656 0


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