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SEAC > SEC Filings for SEAC > Form 8-K on 17-Jul-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Change in Directors or Pr

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated 2011 Compensation and Incentive Plan

On July 17, 2013, the stockholders of SeaChange approved the amendment and restatement of SeaChange's 2011 Compensation and Incentive Plan (as amended, the "2011 Plan"). By approving the 2011 Plan, the stockholders:

Approved an increase by 2,500,000 in the number of shares authorized for issuance under the 2011 Plan and a corresponding increase in the number of incentive stock options that may be authorized for issuance under the 2011 Plan;

Approved an increase in the maximum number of shares underlying awards issued to an individual participant that may vest in any one fiscal year, increasing the limit from 500,000 to 1,250,000, subject to certain exceptions specified in the 2011 Plan;

Approved the previously Board approved increase from 500,000 to 1,250,000 in the per participant limit on the number of awards that may be granted to an individual participant in any one fiscal year, effective February 1, 2012; and

Approved the material terms of the performance goals of the 2011 Plan under which tax-deductible compensation may be paid for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, including the business criteria on which performance goals may be based.

For a description of the material features of the 2011 Plan, please refer to SeaChange's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of the Stockholders held on July 17, 2013, a copy of which was filed with the Securities and Exchange Commission on May 23, 2013 (File No. 000-21393) and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Plans and Arrangements

Amended and Restated 2011 Compensation and Incentive Plan

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02(e).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) Amendment of Articles of Incorporation or Bylaws

On July 17, 2013, SeaChange's Board of Directors amended Section 1.9 of its by-laws to provide for majority voting in uncontested elections of directors and plurality voting in contested elections of directors. Previously, SeaChange's by-laws provided for plurality voting in both contested and uncontested elections of directors. A copy of SeaChange's Amended and Restated By-Laws, as amended, is filed herewith as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of SeaChange was held on July 17, 2013, at which the stockholders voted on the following matters:

1. The election of two (2) members (Steven Craddock and Edward Terino) to SeaChange's Board of Directors, each to serve for a three-year term as a Class II Director;

2. The approval of the compensation of SeaChange's named executive officers through an advisory vote;

3. The approval of an amendment and restatement of the Company's 2011 Compensation and Incentive Plan;

4. The ratification of the appointment of Grant Thornton LLP, SeaChange's independent registered public accounting firm.

Voting results were as follows:

                                          Votes           Votes         Broker
                                           For          Withheld       Non-votes
         Election of Steven Craddock     23,113,367       394,975       4,358,837
         Election of Edward Terino       23,121,167       387,175       4,358,837

                                              Votes            Votes                         Broker
                                               For            Against       Abstained       Non-votes
Advisory vote on the compensation of
named executive officers                     21,986,674       1,374,474        147,194       4,358,837

                                              Votes            Votes                         Broker
                                               For            Against       Abstained       Non-votes
Approval of an amendment and restatement
of the Company's 2011 Compensation and
Incentive Plan                               22,177,362       1,182,821        148,159       4,358,837

                                                      Votes           Votes
                                                       For           Against        Abstained
Ratification of appointment of independent
registered public accounting firm                    27,833,018        27,833            6,328

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this report.

No. Description

3.1 Amended and Restated By-Laws of SeaChange International, Inc., as amended

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