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

Date of report (Date of earliest event reported) June 19, 2012

WAVE SYSTEMS CORP.

(Exact Name of Registrant as Specified in Charter)

480 Pleasant Street, Lee, Massachusetts 01238

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code (413) 243-1600

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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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.

On June 19, 2012, Wave Systems Corp. (the “Company”) held its Annual Meeting of stockholders.  At the Annual Meeting, the stockholders voted on the following matters:

1.               The election of six directors to hold office until the next Annual Meeting and until their successors are duly elected and qualified.  The nominees to the Board of Directors were re-elected with the following results:

2.               The compensation of the named executive officers was approved by the following non-binding advisory vote:

3.               The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2012 was approved by the following vote:

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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.

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