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): November 18, 2011
MICROS SYSTEMS, INC
(Exact name of Registrant as specified in its charter)
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MARYLAND
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000-09993
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52-1101488
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289
(Address of principal executive offices) (Zip code)
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Registrant’s telephone number, including area code:
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443-285-6000 |
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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
MICROS Systems, Inc. (the “Company”) held its annual meeting of shareholders on November 18, 2011. The proposals submitted to a vote of the shareholders and the final results of the voting on each proposal are set forth below:
1. Election of Directors - The shareholders elected the following nominees to serve on the Board of Directors for one year terms and until their respective successors are duly elected and qualified. The voting results were as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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A.L. Giannopoulos
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70,702,468
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1,269,587
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4,617,284
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Louis M. Brown, Jr.
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70,904,453
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1,067,602
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4,617,284
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B. Gary Dando
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71,881,742
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90,313
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4,617,284
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F. Suzanne Jenniches
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67,020,573
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4,951,482
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4,617,284
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John G. Puente
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58,267,625
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13,704,430
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4,617,284
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Dwight S. Taylor
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66,871,378
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5,100,677
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4,617,284
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2. Ratification of Appointment of Independent Registered Public Accounting Firm - The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year by the following vote:
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For
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76,231,954
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Against
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330,890
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Abstain
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26,495
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3. Amendment to the 1991 Stock Option Plan - The shareholders approved an amendment to the Company’s 1991 Stock Option Plan to authorize the issuance of an additional 1,200,000 shares of Common Stock under the plan by the following vote.
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For
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66,938,846
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Against
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4,996,948
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Abstain
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36,261
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Broker Non-Votes
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4,617,284
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4. Advisory Vote on Compensation of the Named Executive Officers - The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote.
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For
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59,494,372
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Against
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12,414,657
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Abstain
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63,026
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Broker Non-Votes
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4,617,284
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5. Advisory Vote to Determine the Frequency of the Advisory Vote on Compensation of the Company’s Named Executive Officers – The shareholders approved, on an advisory basis, an annual advisory vote on the compensation of the Company’s named executive officers by the following vote.
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One year
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64,325,778
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Two years
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200,965
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Three years
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7,410,451
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Abstain
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34,861
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Broker Non-Votes
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4,617,284
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Board of Directors Determination that the Company Conduct an Annual Shareholder Advisory Vote on Executive Compensation:
As noted above, the shareholders approved, on an advisory basis, an annual advisory vote on the compensation of the Company’s named executive officers. Consistent with the advisory vote, the Company’s Board of Directors has determined that the Company will include a shareholder advisory vote on the compensation of its named executive officers in its proxy materials until the shareholders next vote on the frequency of shareholder advisory vote on the compensation of executives.
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.
Date: November 18, 2011
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MICROS Systems, Inc.
(Registrant)
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By:
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/s/ Cynthia A. Russo | |
| Cynthia A. Russo | |||
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Executive Vice-President, Chief Financial Officer
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