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
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported): March 18, 2011
Keynote Systems, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
000-27241 (Commission File Number) |
94-3226488 (IRS Employer Identification No.) |
777 Mariners Island Boulevard, San Mateo, California (Address of Principal Executive Offices) |
94404 (Zip Code) |
(650) 403-2400
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
(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) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of an Amendment to the 1999 Employee Stock Purchase Plan and an Amendment to the
1999 Equity Incentive Plan.
As noted in Item 5.07 below, at the annual meeting of stockholders of Keynote Systems, Inc.
(Keynote) held on March 18, 2011, stockholders approved an amendment to the 1999 Employee Stock
Purchase Plan and an amendment to the 1999 Equity Incentive Plan.
More detailed summaries of the material terms of the amendment to the 1999 Employee Stock Purchase
Plan and the amendment to the 1999 Equity Incentive Plan appear in Keynotes Proxy Statement filed
with the Securities and Exchange Commission on January 28, 2011, as amended on March 7, 2011, and
are incorporated by reference herein. Those summaries are qualified in their entirety by reference
to the 1999 Employee Stock Purchase Plan, as amended, and the 1999 Equity Incentive Plan, as
amended, included as Appendix A and Appendix B to the Proxy Statement, as amended, and incorporated
by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) Keynote held its Annual Meeting of Stockholders on March 18,
2011 (the Annual Meeting). Proxies for the Annual Meeting were solicited pursuant to Regulation
14A of the Securities and Exchange Act.
(b) The matters described below were voted on at the Annual Meeting and the number of votes
cast with respect to each matter and with respect to the election of directors were as indicated:
(1) Holders of Keynotes common stock voted to elect six directors, each to serve until his or
her successor has been elected and qualified or until his or her earlier resignation or removal as
follows:
Name | For | Withheld | ||||
Umang Gupta |
12,422,011 | 170,762 | ||||
Charles M. Boesenberg |
12,446,735 | 146,038 | ||||
Mohan Gyani |
12,421,293 | 171,480 | ||||
Jennifer M. Johnson |
12,421,078 | 171,695 | ||||
Raymond L. Ocampo Jr. |
12,392,641 | 200,132 | ||||
Deborah Rieman |
12,421,228 | 171,545 |
(2) Holders of Keynotes common stock voted to approve, on an advisory basis, the compensation
of its named executive officers:
Shares voted in favor: |
12,292,781 | |||
Shares voted against: |
245,413 | |||
Shares abstaining: |
54,578 |
(3) Holders of Keynotes common stock voted, on an advisory basis, that the future advisory
vote on the compensation of its named executive officers be held every year:
One | Two | Three | Abstaining | |||||||||||||
Shares in favor:
|
8,015,739 | 323,375 | 4,242,585 | 3,440 |
(4) Holders of Keynotes common stock voted to approve the amendment to the 1999 Employee
Stock Purchase Plan:
Shares voted in favor: |
12,362,103 | |||
Shares voted against: |
177,262 | |||
Shares abstaining: |
53,409 |
(5) Holders of Keynotes common stock voted to approve the amendment to the 1999 Equity
Incentive Plan:
Shares voted in favor: |
11,334,102 | |||
Shares voted against: |
1,247,551 | |||
Shares abstaining: |
11,120 |
(6) Holders of Keynotes common stock voted to ratify the appointment of Deloitte & Touche LLP
as its independent registered public accounting firm for the fiscal year ending September
30, 2011:
Shares voted in favor: |
14,299,085 | |||
Shares voted against: |
20,878 | |||
Shares abstaining: |
39,455 |
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 thereunto duly authorized.
KEYNOTE SYSTEMS, INC. |
||||
Date: March 23, 2011 | By: | /s/ Curtis H. Smith | ||
Curtis H. Smith | ||||
Chief Financial Officer | ||||