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): June 9, 2011
AUTHENTEC, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33552
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59-3521332
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||
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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100 Rialto Place, Suite 100, Melbourne, Florida 32901
(Address of Principal Executive Offices) (Zip Code)
(321) 308-1300
(Registrant's telephone number, including area code)
N/A
(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:
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2011, AuthenTec, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2010 Incentive Plan (the “2010 Incentive Plan”) to increase the total number of authorized shares by 4,500,000. A description of the material terms of the 2010 Incentive Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011.
Item 5.07. Submission of Matters to a Vote of Security Holders
As discussed above, the Company held its Annual Meeting on June 9, 2011. At the Annual Meeting, the Company’s stockholders (i) elected each of the persons listed below to serve as a director of the Company with terms to expire at the 2012 Annual Meeting, (ii) approved an amendment to the 2010 Incentive Plan to increase the number of shares available under the 2010 Incentive Plan, (iii) approved executive compensation on an advisory basis, (iv) selected, on an advisory basis, a one year frequency for the advisory vote on executive compensation, and (v) ratified the selection of PricewaterhouseCoopers LLP as the Company’s registered independent certified public accounting firm for the fiscal year ending December 30, 2011.
The results of the vote of the Company’s stockholders were as follows:
Proposal 1: Election of Directors
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Director Nominee
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For Votes
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Withheld Votes
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Ronald Black
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21,158,848
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2,344,513
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Lawrence J. Ciaccia
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22,876,261
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627,100
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Chris Fedde
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21,230,538
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2,272,823
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Gustav H. Koven III
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19,479,564
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4,023,797
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F. Scott Moody
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21,052,842
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2,450,519
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Jean Schmitt
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22,984,750
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518,611
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William Washecka
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21,198,132
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2,305,229
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There were 11,119,951 broker non-votes on this proposal.
Proposal 2: Approval of an Amendment to the Company’s 2010 Incentive Plan to Increase the Number of Shares Available Under the 2010 Incentive Plan
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For Votes
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Against Votes
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Abstentions
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20,110,337
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3,356,254
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36,770
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There were 11,119,951 broker non-votes on this proposal.
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Proposal 3: Approval, by Non-Binding Vote, of Executive Compensation
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For Votes
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Against Votes
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Abstentions
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19,440,112
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3,959,033
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104,216
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There were 11,119,951 broker non-votes on this proposal.
Proposal 4: Approval, by Non-Binding Vote, of Executive Compensation
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One Year
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Two Years
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Three Years
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Abstentions
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23,153,213
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91,331
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150,048
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108,769
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There were 11,119,951 broker non-votes on this proposal.
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board has determined that the Company will hold an advisory vote on executive compensation annually.
Proposal 5: Ratification of PricewaterhouseCoopers LLP as the Company’s Registered Independent Certified Public Accounting Firm for the Fiscal Year Ending December 30, 2011
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For Votes
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Against Votes
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Abstentions
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33,940,389
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631,288
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51,635
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There were no broker non-votes on this proposal.
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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.
| AUTHENTEC, INC. | |||
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Dated: June 15, 2011
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By:
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/s/ Frederick R. Jorgenson | |
| Frederick R. Jorgenson | |||
| Vice President, General Counsel and Secretary | |||
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