UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 20, 2011
January 20, 2011
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
000-27038 (Commission File Number) |
94-3156479 (IRS Employer Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrants 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 20, 2011, Nuance Communications, Inc. (the Company) held its 2011 Annual Meeting of
Shareholders (the Annual Meeting). At the Annual Meeting, the shareholders approved the following
four proposals by casting their votes as follows:
Proposal 1: To elect nine members of the Companys Board of Directors:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Paul Ricci |
224,745,780 | 6,438,575 | 649,087 | 34,949,044 | ||||||||||||
Robert Frankenberg |
163,716,339 | 67,422,758 | 694,345 | 34,949,044 | ||||||||||||
Patrick Hackett |
229,911,004 | 1,281,290 | 641,148 | 34,949,044 | ||||||||||||
William Janeway |
229,960,523 | 1,212,882 | 660,037 | 34,949,044 | ||||||||||||
Mark Laret |
230,055,324 | 1,066,895 | 711,223 | 34,949,044 | ||||||||||||
Katharine Martin |
192,693,882 | 36,515,911 | 2,623,649 | 34,949,044 | ||||||||||||
Mark Myers |
163,733,089 | 67,453,596 | 646,757 | 34,949,044 | ||||||||||||
Philip Quigley |
229,916,319 | 1,272,429 | 644,694 | 34,949,044 | ||||||||||||
Robert Teresi |
229,707,430 | 1,431,814 | 694,198 | 34,949,044 |
Proposal 2: To approve an amendment to the Companys 2000 Stock Plan to increase the shares
available for issuance by 7,500,000 shares:
For | Against | Abstain | Broker Non-Votes | |||
154,545,533
|
76,961,818 | 326,071 | 34,949,044 |
Proposal 3: To approve an amendment to the Companys 2000 Directors Stock Plan to increase the
shares available for issuance by 500,000 shares:
For | Against | Abstain | Broker Non-Votes | |||
201,577,424 | 29,919,433 | 336,585 | 34,949,044 |
Proposal 4: To ratify the appointment of BDO USA, LLP as the Companys independent registered
public accounting firm for the fiscal year ending September 30, 2011.
For | Against | Abstain | Broker Non-Votes | ||||
266,145,783 | 464,556 | 172,147 | |
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 25, 2011 | By: | /s/ Thomas L. Beaudoin | ||
Thomas L. Beaudoin | ||||
Chief Financial Officer | ||||