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): August 28, 2012
Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 000-20900
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Michigan
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38-2007430
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Campus Martius, Detroit, Michigan
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48226-5099
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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): (313) 227-7300
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:
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o
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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 Annual Meeting of Shareholders was held on August 28, 2012 at the Company’s headquarters.
The first matter voted upon at the meeting was the election of directors. Each of the nominees was elected to hold office for one year until the 2013 Annual Meeting of Shareholders or until their successors are elected and qualified. The results of the voting at the meeting are as follows:
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DIRECTOR NOMINEE
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FOR
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WITHHELD
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NON VOTE
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Dennis W. Archer
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173,860,504
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5,161,074
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18,342,387
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Gurminder S. Bedi
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173,377,949
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5,643,629
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18,342,387
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William O. Grabe
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172,091,807
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6,929,771
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18,342,387
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Frederick A. Henderson
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175,069,727
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3,951,852
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18,342,387
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Peter Karmanos, Jr.
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172,604,970
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6,416,608
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18,342,387
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Faye Alexander Nelson
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173,736,398
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5,285,180
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18,342,387
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Robert C. Paul
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173,680,818
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5,340,760
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18,342,387
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Glenda D. Price
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175,055,655
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3,965,924
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18,342,387
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W. James Prowse
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173,707,100
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5,314,479
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18,342,387
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G. Scott Romney
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166,986,051
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12,035,528
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18,342,387
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Ralph J. Szygenda
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173,961,544
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5,060,034
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18,342,387
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The second matter voted upon was the ratification of the appointment of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to audit our consolidated financial statements for the fiscal year ending March 31, 2013. Total votes for – 191,904,099, against – 3,558,268, abstained – 1,901,598, and broker non-votes – 0.
The third matter voted upon was the approval of a non-binding proposal to ratify the Rights Agreement, dated October 25, 2000, as amended on March 9, 2012. Total votes for – 123,945,891, against – 54,469,499, abstained – 606,187, and broker non-votes – 18,342,387.
The fourth matter voted upon was a proposal to approve the amendment to the Restated Articles of Incorporation to adopt a majority vote standard for the election of directors. Total votes for – 178,403,870, against – 139,981, abstained – 477,727, and broker non-votes – 18,342,387.
The fifth matter voted upon was the approval of a non-binding proposal to approve the compensation of the Company’s named executive officers. Total votes for – 154,336,523, against – 24,044,916, abstained – 640,139, and broker non-votes – 18,342,387.
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.
| COMPUWARE CORPORATION | |||
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Date: August 30, 2012
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By:
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/s/ Laura L. Fournier
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Laura L. Fournier
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Executive Vice President
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Chief Financial Officer
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