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OPEN > SEC Filings for OPEN > Form 8-K on 13-Jun-2014All Recent SEC Filings

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

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

(e) On April 18, 2014, the Board of Directors of OpenTable, Inc. (the "Company"), adopted, subject to stockholder approval, the Amended and Restated 2009 Equity Incentive Award Plan (the "Restated 2009 Plan"). The Restated 2009 Plan constitutes an amendment and restatement of the OpenTable, Inc. 2009 Equity Incentive Award Plan (the "2009 Plan") and, among other changes, increases the aggregate number of shares reserved for issuance under the 2009 Plan by 1,350,000 shares and eliminates the evergreen provision in the 2009 Plan, which provided for an annual increase in the number of shares available for issuance under the 2009 Plan.

At the Company's Annual Meeting of Stockholders held on June 11, 2014 (the "Annual Meeting"), the Company's stockholders approved the Restated 2009 Plan. The foregoing description of the Restated 2009 Plan is qualified in its entirety by reference to the text of the Restated 2009 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

(a) On June 11, 2014, the Company held the Annual Meeting.

(b) At the Annual Meeting, stockholders voted on the following four proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "Commission") on April 25, 2014 (the "Proxy Statement").

Proposal 1. The election of the two nominees listed below to serve until the 2017 annual meeting of stockholders or until their successors are elected.

                       For       Withheld   Broker Non-Votes
J. William Gurley   19,565,029     53,065          1,713,367
Daniel Meyer        19,562,631     55,463          1,713,367

Proposal 2. The ratification of the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2014.

   For       Against   Abstain
21,235,633    87,542     8,286

Proposal 3.            The approval, on an advisory basis, of the compensation

of the Company's named executive officers, as disclosed in the Proxy Statement.

For Against Abstain Broker Non-Votes 16,066,629 3,545,744 5,721 1,713,367

Proposal 4. The approval of the amendment and restatement of the Restated 2009 Plan.

For Against Abstain Broker Non-Votes 17,024,404 2,586,731 6,959 1,713,367

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                Description
10.1          OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan
              (incorporated by reference to Appendix A to the Company's Definitive
              Proxy Statement on Schedule 14A filed with the Securities and
              Exchange Commission on April 25, 2014).

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