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JMBA > SEC Filings for JMBA > Form 8-K on 13-May-2014All Recent SEC Filings

Show all filings for JAMBA, INC.

Form 8-K for JAMBA, INC.


13-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


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

Nonemployee Director Restricted Stock Unit Deferral Program

On May 8, 2014, the Compensation and Executive Development Committee (the "Committee") of the Board of Directors of Jamba, Inc. (the "Company") approved the terms of and adopted a Nonemployee Director Restricted Stock Unit Deferral Program (the "Deferral Program"), to permit nonemployee directors to elect to defer settlement of restricted stock units awarded under the Company's 2013 Equity Incentive Plan (the "2013 Plan") as part of the Company's Nonemployee Director Compensation Policy. The Deferral Program is a deferred compensation plan intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and incorporates by reference all of the provisions set forth in the 2013 Plan which apply to restricted stock units in general. Under the Deferral Program, a nonemployee director may elect between the following settlement dates: (i) the nonemployee director's separation from service; and (ii) the earlier of the nonemployee director's attainment of a pre-determined age and the nonemployee director's separation from service, which election will be made pursuant to the form of Nonemployee Director Restricted Stock Units Deferral Agreement and Election Notice (the "Election Notice") approved by the Committee for use under the Deferral Program.

The descriptions of the Deferral Program and the Elections Notice are not complete and are qualified in their entirety by the actual terms of the Deferral Program and Election Notice, copies of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the period ending July 1, 2014.



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

The Company held its Annual Meeting of Stockholders on May 9, 2014.

At the Annual Meeting, the matters on which the stockholders voted, in person or by proxy were:

(i) to elect eight nominees as directors to serve until the next annual meeting and until their successors have been elected and qualified;

(ii) to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2014; and

(iii) to approve a non-binding advisory resolution regarding the compensation of Jamba's Named Executive Officers.

The eight nominees were elected, the appointment of the independent registered public accounting firm was ratified, and the non-binding advisory resolution regarding the NEO's compensation was approved. The results of the voting were as follows:

Proposal 1 - Election of Directors:



         Director        Votes For   Votes Against   Abstentions   Broker Non-Votes
    James D. White       6,946,832      287,001         8,333         6,373,112
    Lesley H. Howe       7,008,213      225,496         8,457         6,373,112
    Richard Federico     7,005,538      226,771         9,857         6,373,112
    Andrew R. Heyer      7,005,236      227,762         9,168         6,373,112
    Michael A. Depatie   7,006,724      226,554         8,888         6,373,112
    Lorna Donatone       7,081,323      152,171         8,672         6,373,112
    David A. Pace        7,005,155      227,614         9,397         6,373,112
    Marvin Igelman       4,229,432     3,002,678       10,056         6,373,112

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm:

Votes For Votes Against Abstentions Broker Non-Votes 12,946,196 503,199 165,883 -

Proposal 3 - Approve a non-binding advisory resolution regarding the compensation of Jamba's Named Executive Officers:

Votes For Votes Against Abstentions Broker Non-Votes 7,052,696 175,003 14,467 6,373,112

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