UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
April 14, 2011
TIBCO Software Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-26579 | 77-0449727 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3303 Hillview Avenue
Palo Alto, California 94304-1213
(Address of principal executive offices, including zip code)
(650) 846-1000
(Registrants telephone number, including area code)
Not Applicable
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 April 14, 2011, the Companys stockholders voted on the following four matters and cast their votes as described below:
(1) | The election of six members to the Board of Directors to serve until the Companys next annual meeting of stockholders or until their successors are duly elected and qualified; |
(2) | The approval, on an advisory basis, of the compensation of the Companys Named Executive Officers; |
(3) | The frequency, on an advisory basis, for future advisory votes on executive compensation; and |
(4) | The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending November 30, 2011. |
The following is a summary of the voting results for each matter presented to the stockholders:
Proposal I Election of Directors
The Companys stockholders elected six members to the Board of Directors to serve until the Companys next annual meeting of stockholders or until their successors are duly elected and qualified as set forth below:
Total Vote For Each Director |
Total Vote Withheld From Each Director |
Broker Non-Votes | ||||||||||
Vivek Y. Ranadivé |
131,216,121 | 6,579,892 | 12,895,423 | |||||||||
Nanci E. Caldwell |
133,954,380 | 3,841,633 | 12,895,423 | |||||||||
Eric C.W. Dunn |
134,087,398 | 3,708,615 | 12,895,423 | |||||||||
Narendra K. Gupta |
134,069,914 | 3,726,099 | 12,895,423 | |||||||||
Peter J. Job |
131,426,494 | 6,369,519 | 12,895,423 | |||||||||
Philip K. Wood |
131,220,135 | 6,575,878 | 12,895,423 |
Proposal II Approval, on an advisory basis, of the compensation of the Companys Named Executive Officer
The Companys stockholders cast their votes with respect to the advisory vote on approval of the compensation of the Companys Named Executive Officers as set forth below:
For |
Against |
Abstain |
Broker Non-Votes | |||
113,623,262 |
24,050,155 | 122,596 | 12,895,423 |
Proposal III Frequency, on an advisory basis, for future advisory votes on executive compensation
The Companys stockholders cast their votes with respect to the advisory vote on the frequency for future advisory votes on executive compensation as set forth below:
1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes | ||||
118,890,466 |
91,515 | 18,509,577 | 304,655 | 12,895,423 |
Proposal IV Ratification of the Appointment of PricewaterhouseCoopers LLP as the Companys Independent Auditosr for the Fiscal Year Ending November 30, 2011
The Companys stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending November 30, 2011 as set forth below:
For |
Against |
Abstain |
Broker Non-Votes | |||
144,058,131 |
6,556,692 | 76,613 | 0 |
SIGNATURES
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.
TIBCO Software Inc. | ||
By: | /s/ William R. Hughes | |
William R. Hughes | ||
Executive Vice President, General Counsel and Secretary |
Date: April 14, 2011