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
March 8, 2012 (March 7, 2012) Date of Report (Date of earliest event reported)
Sonic Foundry, Inc.
(Exact name of registrant as specified in its chapter)
| Maryland | 1-14007 | 39-1783372 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 222 W. Washington Ave Madison, WI 53703 |
(608) 443-1600 | |||
| (Address of principal executive offices) | (Registrant’s telephone number) | |||
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
The Annual Meeting of Stockholders was held on March 7, 2012. A quorum consisting of approximately 92% of the Company’s common stock issued and outstanding was represented either in person or by proxy. At the meeting the following proposals were approved by the stockholders:
| 1. | To elect one director to hold office for a term of five years, and until his successor is duly elected and qualified. |
| 2. | To vote on a Proposal to amend the 2009 Stock Incentive Plan to increase the number of shares of common stock subject to the plan by 600,000. |
| 3. | To vote on a Proposal to amend the 2008 Sonic Foundry Non-Employee Directors Stock Option Plan to increase the number of shares of common stock subject to the plan by 50,000. |
| 4. | To ratify the appointment of Grant Thornton LLP as our independent auditors for the fiscal year ending September 30, 2012. |
| For | Against | Withheld | Abstention | Broker Non-votes |
||||||||||||||||
| Proposal#1: |
||||||||||||||||||||
| MichaelH. Janowiak |
1,133,142 | — | 217,058 | — | 2,196,740 | |||||||||||||||
| Proposal#2 |
833,108 | 514,683 | — | 2,409 | 2,196,740 | |||||||||||||||
| Proposal#3 |
899,241 | 445,285 | — | 5,674 | 2,196,740 | |||||||||||||||
| Proposal#4 |
3,414,373 | 123,942 | — | 8,625 | — | |||||||||||||||
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.
Sonic Foundry, Inc.
(Registrant)
| March 8, 2012 |
By: | /s/ Kenneth A. Minor | ||||
| Kenneth A. Minor Chief Financial Officer | ||||||