Form8-K2013AnnualMeetingJanuary312013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
January 25, 2013
 
NUANCE COMMUNICATIONS, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-27038
 
94-3156479
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (781) 565-5000
 
 
(Former name or former address, if changed since last report)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
   (17 CFR 240.13e-4(c))
 




 

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

On January 25, 2013, Nuance Communications, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders cast their votes on the following four proposals as follows:

Proposal 1: To elect nine members of the Company’s Board of Directors:

Nominee
For
Against
Abstain
Broker Non-Votes
Paul Ricci
221,717,018
7,061,220
3,851,574
37,010,241
Robert Frankenberg
176,156,535
56,279,753
193,524
37,010,241
Patrick Hackett
216,818,537
15,616,323
194,952
37,010,241
William Janeway
216,813,319
15,627,726
188,767
37,010,241
Mark Laret
230,981,779
1,450,015
198,018
37,010,241
Katharine Martin
200,510,848
31,932,124
186,840
37,010,241
Mark Myers
175,826,703
56,610,514
192,595
37,010,241
Philip Quigley
230,928,646
1,497,066
204,100
37,010,241
Robert Teresi
226,465,954
5,973,365
190,493
37,010,241


Proposal 2: To approve an amendment to the Company’s 2000 Stock Plan to increase the shares available for issuance from 52,550,000 to 60,550,000 shares:
For
Against
Abstain
Broker Non-Votes
177,172,136
55,270,219
187,457
37,010,241

Proposal 3: To approve a non-binding advisory vote on executive officer compensation:
For
Against
Abstain
Broker Non-Votes
95,866,327
135,827,081
936,404
37,010,241

Proposal 4: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2013:
For
Against
Abstain
 
267,790,542
1,586,529
262,982
 

For more information about the foregoing proposals, see the Company’s definitive proxy statement dated December 14, 2012.


 



 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NUANCE COMMUNICATIONS, INC.
 
 
 
 
Date:  January 31, 2013
By:
/s/ Thomas L. Beaudoin
 
 
 
Thomas L. Beaudoin 
Chief Financial Officer