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): May 23, 2017
FINANCIAL ENGINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34636 | 94-3250323 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
I.R.S. Employer Identification Number) | ||
| 1050 Enterprise Way, 3d Floor Sunnyvale, California |
94089 | |||
| (address of principal executive offices) | (Zip Code) | |||
(408) 498-6000
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (127 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Financial Engines, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders on May 23, 2017. There were 62,804,544 shares of common stock entitled to vote at the Annual Meeting, of which 60,981,920 shares were voted in person or by proxy. The following matters were voted upon as follows:
| Proposal 1: | Election of three Class I directors to hold office until the 2020 Annual Meeting of Stockholders or until their successors are elected and qualified: |
| NOMINEES |
FOR | WITHHELD | BROKER NON- VOTES | |||
| Blake R. Grossman |
58,983,838 | 223,962 | 0 | |||
| Robert A. Huret |
58,874,597 | 333,203 | 0 | |||
| Lawrence M. Raffone |
58,977,297 | 230,503 | 0 |
| Proposal 2: | The ratification of the appointment of KPMG LLP as Financial Engines’ independent registered public accountants: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON- VOTES | |||
| 60,487,855 |
135,383 | 358,682 | 0 |
| Proposal 3: | An advisory vote to approve executive compensation: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON- VOTES | |||
| 57,768,223 |
1,291,034 | 148,543 | 1,774,120 |
| Proposal 4: | An advisory vote on the frequency of holding an advisory vote to approve executive compensation: |
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER NON- VOTES | ||||
| 53,365,491 |
11,677 | 5,680,292 | 150,340 | 1,774,120 |
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On May 23, 2017, the Board of Directors of the Company determined that it will include in the proxy materials an advisory stockholder vote on executive compensation every one (1) year until the next required stockholder vote on the frequency of the advisory stockholder vote on executive compensation.
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SIGNATURE
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.
Dated: May 25, 2017
| FINANCIAL ENGINES, INC. | ||
| By: | /s/ Lewis E. Antone Jr. | |
| Lewis E. Antone Jr. | ||
| EVP, General Counsel and Secretary | ||
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