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AMSWA > SEC Filings for AMSWA > Form 8-K on 21-Aug-2013All Recent SEC Filings

Show all filings for AMERICAN SOFTWARE INC



Submission of Matters to a Vote of Security Holders

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

On August 19, 2013, American Software, Inc. (the "Registrant") held its Annual Meeting of Shareholders. At the meeting, 23,384,771 Class A shares and 2,587,086 Class B were represented in person or by proxy, which constituted a quorum. Other than in the election of directors, in which holders of Class A shares and Class B shares vote as separate classes, each outstanding Class A share is entitled to one-tenth vote per share and each outstanding Class B share is entitled to one vote per share on all matters brought before the Registrant's shareholders. The final results for each matter submitted to the shareholders of the Registrant at the meeting are as follows:

1. The following persons were duly elected directors of the Registrant:

                                                              Votes      Broker
                               Votes For    Votes Against   Withheld    Non-Votes
       W. Dennis Hogue         17,497,237         0         1,163,380   4,724,154
       John J. Jarvis          16,446,772         0         2,213,845   4,724,154
       James B. Miller, Jr.    17,491,281         0         1,169,336   4,724,154

       James C. Edenfield      2,587,086          0             0           0
       J. Michael Edenfield    2,587,086          0             0           0
       Thomas L. Newberry      2,587,086          0             0           0
       Thomas L. Newberry, V   2,587,086          0             0           0

2. The resolution approving the compensation of the Registrant's named executive officers, on an advisory basis, was approved as follows:

                 Votes For    Votes Against   Abstentions   Non-Votes
                 4,360,449       73,319         19,380       472,415

3. The ratification of the appointment of KPMG LLP as the Registrant's independent registered public accounting firm for the fiscal year ending April 30, 2014 was approved as follows:

Votes For Votes Against Abstentions 4,833,333 89,134 3,096

The meeting was temporarily adjourned in order to postpone the completion of the vote on Proposal No. 4, regarding an Amendment to the Registrant's 2011 Equity Compensation Plan (the "Plan"). The amendment, if adopted, would increase the number of Class A Common Shares subject to the Plan by 1,200,000 shares. The meeting is scheduled to reconvene solely for the purpose of completing the voting in regard to Proposal No. 4, on September 18, 2013 at 3:00 p.m. at the Registrant's offices located at 470 East Paces Ferry Road, N.E., Atlanta, Georgia.

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