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RNIN > SEC Filings for RNIN > Form 8-K on 12-Jun-2013All Recent SEC Filings

Show all filings for WIRELESS RONIN TECHNOLOGIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WIRELESS RONIN TECHNOLOGIES INC


12-Jun-2013

Change in Directors or Principal Officers, Submission of Matters


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On June 6, 2013, the shareholders of Wireless Ronin Technologies, Inc. (the "Company") approved an amendment to the Company's Amended and Restated 2006 Equity Incentive Plan to increase the total number of shares for which awards may be granted under such plan from 720,000 to 1,720,000. The terms and conditions of such plan are set forth under the caption "Proposal No. 3 Amendment to Amended and Restated 2006 Equity Incentive Plan" in our Definitive Schedule 14A (Proxy Statement) filed with the Securities and Exchange Commission on April 26, 2013. Such description, which is qualified in its entirety by reference to the Amended and Restated 2006 Equity Incentive Plan at Exhibit 10.1 to this report, is incorporated by reference in response to this Item 5.02.

On June 6, 2013, the Company's shareholders approved an amendment to the Company's Amended and Restated 2006 Non-Employee Director Stock Option Plan to increase the total number of shares for which awards may be granted under such plan from 200,000 to 700,000. The terms and conditions of such plan are set forth under the caption "Proposal No. 4 Amendment to Amended and Restated 2006 Non-Employee Director Stock Option Plan" in our Definitive Schedule 14A (Proxy Statement) filed with the Securities and Exchange Commission on April 26, 2013. Such description, which is qualified in its entirety by reference to the Amended and Restated 2006 Non-Employee Director Stock Option Plan at Exhibit 10.2 to this report, is incorporated by reference in response to this Item 5.02.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) The Company held its annual meeting of shareholders on June 6, 2013. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

(b) Stephen F. Birke, Michael C. Howe, Scott W. Koller, Kent O. Lillemoe and Howard P. Liszt were elected directors of the Company for the ensuing year and until their successors shall be elected and duly qualified. The results of the vote were as follows:

                                                            Broker
                                       For      Withheld   Non-Votes
                 Stephen F. Birke   1,617,954   100,102    3,274,889
                 Michael C. Howe    1,660,553    57,503    3,274,889
                 Scott W. Koller    1,674,341    43,715    3,274,889
                 Kent O. Lillemoe   1,652,899    65,157    3,274,889
                 Howard P. Liszt    1,645,240    72,816    3,274,889

The proposal to approve the amendment to Article 3 of the Company's Articles of Incorporation, as amended, to increase the number of shares of authorized common stock from 10,000,000 to 50,000,000 was approved. The results of the vote were as follows:

                                                       Broker
                         For      Against   Abstain   Non-Votes
                      1,575,636   104,280   38,140    3,274,889


The proposal to approve the amendment to the Company's Amended and Restated 2006 Equity Incentive Plan to increase the total number of shares for which awards may be granted under such plan from 720,000 to 1,720,000 was approved. The results of the vote were as follows:

                                                       Broker
                         For      Against   Abstain   Non-Votes
                      1,495,578   175,406   47,072    3,274,889

The proposal to approve the amendment to the Company's Amended and Restated 2006 Non-Employee Director Stock Option Plan to increase the total number of shares for which awards may be granted under such plan from 200,000 to 700,000 was approved. The results of the vote were as follows:

                                                       Broker
                         For      Against   Abstain   Non-Votes
                      1,545,030   146,669   26,357    3,274,889

The proposal regarding advisory approval of the Company's executive compensation program was approved. The results of the vote were as follows:

                                                       Broker
                         For      Against   Abstain   Non-Votes
                      1,582,094   107,735   28,227    3,274,889

The proposal regarding advisory approval of the frequency of shareholder votes on the Company's executive compensation program was voted upon with voting results as follows:

                                                                       Broker
        Every Year   Every Other Year   Every Three Years   Abstain   Non-Votes
         266,072          48,570            1,333,509       69,905    3,274,889

Because "every three years" did not receive the support of a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, the Company has determined that it will include a shareholder vote on the compensation of executives in its proxy materials every year until the next required vote on frequency of shareholder votes on compensation of executives.

The proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was approved. The results of the vote were as follows:

                                                       Broker
                         For      Against   Abstain   Non-Votes
                      4,901,778   24,501    66,666       N/A


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