Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 5, 2020



(Exact name of registrant as specified in its charter)



Delaware 001-35774 13-3475943
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation)   Identification No.)


55 Challenger Road   07660
Ridgefield Park, NJ   (Zip Code)
(Address of principal executive offices)    


Registrant's telephone number, including area code (201) 371-8000


(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock




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.


(a)Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 5, 2020. At the Annual Meeting of Stockholders, the Company’s Stockholders (1) elected all four of the Company’s nominees for director; (2) approved the appointment of CohnReznick LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2020; and (3) approved on an advisory basis the compensation of the Company’s named executive officers.


(b)The following matters set forth in the Company’s Proxy Statement dated April 21, 2020 were voted upon with the results indicated below:


Proposal #1- Election of Directors:


Name For Withheld Broker Non-Votes
Jack S. Abuhoff 10,413,004 1,627,732 5,627,749
Louise C. Forlenza 10,276,423 1,764,313 5,627,749
Stewart R. Massey 10,468,162 1,572,574 5,627,749
Nauman (Nick) Toor 11,892,408 148,328 5,627,749


Proposal #2- Ratification of the selection and appointment of CohnReznick LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020:


For Against Abstain
17,555,273 71,654 41,558


Proposal #3- Approval, on an advisory basis, of the compensation of the Company’s named executive officers:


For Against Abstain Broker Non-Votes
11,445,561 536,034      59,141 5,627,749







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.


Date:  June 8, 2020 By: /s/ Amy R. Agress  
    Amy R. Agress  
    Senior Vice President and General Counsel