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VDSI > SEC Filings for VDSI > Form 8-K on 21-Jun-2013All Recent SEC Filings

Show all filings for VASCO DATA SECURITY INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VASCO DATA SECURITY INTERNATIONAL INC


21-Jun-2013

Submission of Matters to a Vote of Security Holders, Other


Item 5.07 Submission of Matters to a Vote of Security Holders

The 2013 Annual Meeting of Stockholders VASCO Data Security International, Inc. (the "Company") was held June 19, 2013.

The shareholders of the Company voted on the following items at the Annual Meeting:

1. To elect five directors to serve on the Board of Directors for terms expiring in 2014; and

2. To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

Votes regarding the election of the director nominees were as follows:

                            Shares Voted in       Shares Withholding        Broker
                               Favor of               Authority            Non-Votes
    T. Kendall Hunt               19,731,402                  246,545       5,417,746
    Michael P. Cullinane          18,344,276                1,633,671       5,417,746
    John N. Fox, Jr.              19,764,071                  213,876       5,417,746
    Jean K. Holley                19,764,557                  213,390       5,417,746
    Matthew Moog                  19,765,258                  212,689       5,417,746

Based on the votes set forth above, the director nominees were duly elected.

The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 received the following votes:

                Shares Voted   Shares Voted                  Broker
                    For          Against      Abstensions   Non-Votes
                 25,147,685         204,161        43,847           0

Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was duly ratified.



Item 8.01 Other Events

On June 19, 2013, the Board of Directors of VASCO Data Security International, Inc. approved an amendment to the Corporate Governance Guidelines of the Board of Directors of VASCO Data Security International, Inc. to adopt a majority voting policy as described in the amendment. The Corporate Governance Guidelines, as amended, are attached as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number         Description

99.1                   Corporate Governance Guidelines of the Board of Directors of
                       VASCO Data Security International, Inc.


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