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MODN > SEC Filings for MODN > Form 8-K on 4-Feb-2014All Recent SEC Filings

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Form 8-K for MODEL N, INC.


4-Feb-2014

Submission of Matters to a Vote of Security Holders


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

Model N, Inc. held its Annual Meeting of Stockholders on January 31, 2014 at the Sofitel San Francisco Bay, located at 223 Twin Dolphin Drive, Redwood City, California. At the annual meeting, our stockholders voted on three proposals, each of which is described in more detail in our definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 19, 2013. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matter.

Our stockholders voted on the following items at the annual meeting:

1. To elect two Class I directors to serve until the 2017 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2014; and

3. To re-approval the Section 162(m) limits of our 2013 Equity Incentive Plan to preserve our ability to receive corporate income tax deductions that may become available pursuant to Section 162(m).

Both nominees for director were elected to serve until the 2017 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:

                                                                         Percentage
                                            Votes         Broker          of Votes
         Director Name    Votes For       Withheld       Non-Votes        in Favor
         James Larson      15,956,384        36,606       4,505,113            99.77 %
         Mark Leslie       15,722,945       270,045       4,505,113            98.31 %

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm our fiscal year ending September 30, 2014. The voting results were as follows:

                                                                          Percentage
                            Votes                           Broker         of Votes
           Votes For       Against       Abstentions      Non-Votes        in Favor
            20,455,323       31,253            11,527             -             99.79 %

Stockholders re-approved the Section 162(m) limits of our 2013 Equity Incentive Plan to preserve our ability to receive corporate income tax deductions that may become available pursuant to Section 162(m). The voting results were as follows:

                                                                           Percentage
                            Votes                           Broker          of Votes
         Votes For         Against       Abstentions       Non-Votes        in Favor
          10,737,859       4,127,094        1,128,037       4,505,113            72.24 %


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