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 12, 2012 (June 7, 2012)
COVER-ALL TECHNOLOGIES INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
1-09228
13-2698053
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
55 Lane Road, Fairfield, New Jersey 07004
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(973) 461-5200
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:
[ ]
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.
(a)-(b)
On June 7, 2012, Cover-All Technologies Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders elected a class of two directors, Mr. John W. Roblin and Mr. Stephen M. Mulready, to serve for a term of three years and until their successors are duly elected and qualified. In addition, the stockholders ratified the appointment of MSPC as the Company’s independent auditors for the fiscal year ending December 31, 2012.
The Company had 25,857,730 shares of its Common Stock, par value $0.01 per share (“Common Stock”) outstanding as of April 24, 2012, the record date for the Annual Meeting. At the Annual Meeting, holders of a total of 22,457,226 shares of Common Stock, or approximately 86.85% of the shares of Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum. The following sets forth information regarding the results of the voting at the Annual Meeting:
Proposal 1 – Election of a Class of Two Directors
Director | Votes For | Votes Withheld | Broker Non-Votes |
John W. Roblin | 11,335,445 | 190,375 | 10,931,406 |
Stephen M. Mulready | 11,357,751 | 168,069 | 10,931,406 |
Proposal 2 – Ratification of the Appointment of MSPC as Independent Auditors
Votes For | Votes Against | Abstentions | Broker Non-Votes |
22,310,071 | 121,563 | 25,592 | 0 |
[signature on following page]
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
COVER-ALL TECHNOLOGIES INC.
Date: June 12, 2012
By:
/s/ Ann F. Massey
Ann F. Massey, Chief Financial Officer