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 16, 2011

 

 

VASCO Data Security International, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-24389   36-4169320

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1901 South Meyers Road, Suite 210

Oakbrook Terrace, Illinois 60181

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (630) 932-8844

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 (see General Instruction A.2. below):

 

¨  

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

The 2011 Annual Meeting of Stockholders VASCO Data Security International, Inc. (the “Company”) was held June 16, 2011.

The shareholders of the Company voted on the following items at the Annual Meeting:

1. To elect five directors to serve on the Board of Directors for terms expiring in 2012;

2. To hold an advisory vote on executive compensation;

3. To hold an advisory vote on the frequency of future advisory votes on executive compensation;

4. To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; and

5. To transact such other business as may properly come before the meeting.

Votes regarding the election of the director nominees were as follows:

 

     Shares Voted in
Favor of
     Shares  Withholding
Authority
     Broker
Non-Votes
 

T. Kendall Hunt

     23,467,518         369,464         6,591,297   

Michael P. Cullinane

     23,489,675         347,307         6,591,297   

John N. Fox, Jr.

     23,604,811         232,171         6,591,297   

John R. Walter

     19,456,313         4,380,669         6,591,297   

Jean K. Holley

     23,606,498         230,484         6,591,297   

Based on the votes set forth above, the director nominees were duly elected.

The proposal to approve, on an advisory basis, the overall compensation of the Company’s named executive officers received the following votes:

 

Shares
Voted For
    Shares Voted
Against
    Abstentions     Broker
Non-Votes
 
  22,515,671        539,362        781,950        6,591,296   

Based on the votes set forth above, the overall compensation of the Company’s named executive officers was approved.

The proposal to approve, on an advisory basis, the frequency for an advisory vote on the overall compensation of the Company’s named executive officers received the following votes:

 

Shares
Voted for
1 Year
    Shares
Voted for
2 Years
    Shares
Voted for
3 Years
    Abstentions     Broker
Non-Votes
 
  4,578,823        41,421        18,395,051        821,686        6,591,298   

Based on the votes set forth above, the shareholders recommended holding an advisory vote on the overall compensation of the Company’s named executive officers every three years.

In accordance with the shareholders’ recommendation, the Company has determined that an advisory vote on the overall compensation of the named executive officers of the Company will be conducted every three years, until the next shareholder advisory vote on the frequency of the advisory vote on the overall compensation of the named executive officers of the Company.


The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 received the following votes:

 

Shares

Voted For

    Shares Voted
Against
    Abstentions     Broker
Non-Votes
 
  30,215,587        173,718        38,974        —     

Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2011 was duly ratified.


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.

 

Date: June 30, 2011

    VASCO Data Security International, Inc.
   

/s/ Clifford K. Bown

    Clifford K. Bown
    Chief Financial Officer