UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 6, 2013
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AMBIENT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-23723
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98-0166007
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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7 WELLS AVENUE, NEWTON, MASSACHUSETTS, 02459
(Address of Principal Executive Office) (Zip Code)
(617)- 332-0004
(Registrant’s telephone number, including area code)
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
On June 6, 2013, Ambient Corporation (the “Company”) held its annual meeting of stockholders at 10:00 a.m. at 85 Wells Avenue, First Floor Auditorium, Newton, MA 02459 to. As of April 19, 2013, the record date for the 2013 Annual Meeting, there were 16,664,553 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 13,601,956 shares of common stock was present at the 2013 Annual Meeting. The final voting results of the 2013 Annual Meeting are set forth below.
1. Proposal to elect directors to serve until the 2013 Annual Meeting of Stockholders.
The Company’s stockholders elected each of the Company’s six nominees for director to serve a term of one year to expire at the 2014 annual meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:
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Name
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Votes For
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Votes Withheld
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John J. Joyce
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13,573,731
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28,225
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Michael Widland
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13,571,385
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30,571
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D. Howard Pierce
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13,586,132
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15,824
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Thomas Michael Higgins
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13,585,745
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16,211
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Shad Stastney
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13,430,217
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171,739
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Francesca E. Scarito
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13,584,531
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17,425
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2.
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Proposal to approve, in a nonbinding advisory vote, the compensation of the Company’s named executive officers.
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The Company’s stockholders approved, in a nonbinding and advisory vote, the compensation of its named executive officers as described in the Company’s Proxy Statement, as set forth below:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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13,583,628
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17,765
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563
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3,062,597
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3.
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Nonbinding advisory vote to determine the frequency of the non-binding vote on the Company’s executive compensation (once every year, every two years or every three years).
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The results of the nonbinding advisory vote of the Company’s stockholders with respect to the frequency of nonbinding advisory votes on executive compensation, are as set forth below:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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143,094
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14,319
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13,438,565
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5,978
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3,062,597
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All proposals received the requisite number of votes and were approved.
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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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AMBIENT CORPORATION
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Dated: June 11, 2013
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By:
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/s/ JOHN J. JOYCE | |
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John J. Joyce
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Chief Executive Officer
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