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
QAD Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22823
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77-0105228
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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100 Innovation Place, Santa Barbara, California
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93108
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (805) 566-6000
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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
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Submission of Matters to a Vote of Security Holders
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The voting results for the matters submitted to a vote of our stockholders at our Annual Meeting of Stockholders held on June 12, 2012, which are described in detail in our proxy statement filed with the Securities and Exchange Commission on April 30, 2012, are as follows:
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1.
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Election of six directors to hold office until our 2013 annual meeting of stockholders:
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CLASS A STOCK
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NUMBER OF
SHARES
FOR
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% OF
SHARES
VOTED
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NUMBER OF
SHARES
WITHHELD
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% OF
SHARES
VOTED
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Karl F. Lopker
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452,733 | 88.50 | % | 58,849 | 11.50 | % | ||||||||||
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Pamela M. Lopker
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448,218 | 87.61 | % | 63,364 | 12.39 | % | ||||||||||
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Scott J. Adelson
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495,536 | 96.86 | % | 16,046 | 3.14 | % | ||||||||||
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Thomas J. O’Malia
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492,728 | 96.31 | % | 18,854 | 3.69 | % | ||||||||||
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Lee D. Roberts
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492,710 | 96.31 | % | 18,872 | 3.69 | % | ||||||||||
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Peter R. van Cuylenburg
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491,243 | 96.02 | % | 20,339 | 3.98 | % | ||||||||||
CLASS B STOCK
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NUMBER OF
SHARES
FOR
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% OF
SHARES
VOTED
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NUMBER OF
SHARES
WITHHELD
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% OF
SHARES
VOTED
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Karl F. Lopker
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2,276,236 | 89.78 | % | 259,175 | 10.22 | % | ||||||||||
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Pamela M. Lopker
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2,273,380 | 89.67 | % | 262,031 | 10.33 | % | ||||||||||
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Scott J. Adelson
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2,471,236 | 97.47 | % | 64,175 | 2.53 | % | ||||||||||
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Thomas J. O’Malia
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2,465,077 | 97.23 | % | 70,334 | 2.77 | % | ||||||||||
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Lee D. Roberts
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2,465,018 | 97.22 | % | 70,393 | 2.78 | % | ||||||||||
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Peter R. van Cuylenburg
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2,458,957 | 96.98 | % | 76,454 | 3.02 | % | ||||||||||
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2.
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Approval of amendment to the QAD Inc. 2006 Stock Incentive Program to provide for an increase in the number of shares of Class A Common Stock available for issuance by 2,000,000 shares:
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CLASS A COMMON STOCK
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-
VOTES
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Total Voted
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436,211 | 75,176 | 195 | -- | ||||||||||||
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% of Voted
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85.26 | % | 14.69 | % | 0.03 | % | ||||||||||
CLASS B COMMON STOCK
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Total Voted
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2,244,240 | 290,189 | 352 | -- | ||||||||||||
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% of Voted
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88.51 | % | 11.47 | % | 0.01 | % |
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3.
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Re-approval of the material terms for payment of performance-based awards issued under the QAD Inc. 2006 Stock Incentive Program so that such awards qualify as performance-based under Internal Revenue Code Section 162(m):
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CLASS A COMMON STOCK
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-
VOTES
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Total Voted
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502,676 | 8,444 | 462 | -- | ||||||||||||
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% of Voted
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98.25 | % | 1.65 | % | 0.09 | % | ||||||||||
CLASS B COMMON STOCK
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Total Voted
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2,519,845 | 13,921 | 1,645 | -- | ||||||||||||
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% of Voted
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99.38 | % | 0.54 | % | 0.06 | % |
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 thereunto duly authorized.
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QAD Inc.
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| (Registrant) | |||
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Date: June 15, 2012
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By:
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/s/ Daniel Lender
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Daniel Lender
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Chief Financial Officer
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