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 1, 2012

 

 

MModal Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-35069   98-0676666

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

9009 Carothers Parkway

Franklin, Tennessee 37067

(Address of Principal Executive Offices) (Zip Code)

(866) 295-4600

(Registrant’s 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.

MModal Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders on June 1, 2012. The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 30, 2012.

Proposal 1: Election of three Class I Directors for the ensuing three years. The votes were cast as follows:

 

Class I Director

   Votes For      Votes Withheld      Broker Non-Votes  

Roger L. Davenport

     36,287,331         151,659         10,549,732   

V. Raman Kumar

     35,751,786         687,204         10,549,732   

Frank Baker

     36,158,979         280,011         10,549,732   

Proposal 2: Ratification of the selection by the Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The votes were cast as follows:

 

Votes For    Votes Against    Abstentions
46,829,414    146,678    12,630

Proposal 3: Advisory vote on executive compensation. The votes were cast as follows:

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
36,196,769    152,125    90,096    10,549,732

Proposal 4: Advisory vote on the frequency of future advisory votes on executive compensation. The votes were cast as follows:

 

1 Year    2 Years    3 Years    Abstentions    Broker Non-Votes
35,193,064    30,181    909,833    305,192    10,549,732

Pursuant to the foregoing votes, (i) Roger L. Davenport, V. Raman Kumar, and Frank Baker were re-elected to serve as Class I Directors for a three-year term; (ii) the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified; (iii) the compensation of the Company’s named executive officers was approved on a non-binding basis; and (iv) an annual advisory vote on executive compensation was approved on a non-binding basis.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MModal Inc.
    By:  

/s/ Kathryn F. Twiddy

Date: June 7, 2012       Kathryn F. Twiddy, Chief Legal Officer