mitk-8k_20160302.htm

 

 

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): March 2, 2016
____________________

MITEK SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

____________________

 

 

 

 

Delaware

001-35231

87-0418827

(State or other jurisdiction
of incorporation)

Commission file number

(I.R.S. Employer

identification number)

8911 Balboa Avenue, San Diego, California 92123

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 309-1700

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 March 2, 2016, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”).  As of January 15, 2016, the record date for the Annual Meeting, there were 31,860,950 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.  At the Annual Meeting, a total of 25,408,692 shares of the Company’s common stock were represented in person or by proxy.  Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter.  These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 27, 2016 (the “Proxy Statement”).

 

1.

A proposal to elect the following seven directors to serve until the Company’s 2017 annual meeting of stockholders and until their respective successors have been elected and qualified: John M. Thornton, James B. DeBello, William K. “Bill” Aulet, Vinton P. Cunningham, James C. Hale, Bruce E. Hansen and Alex W. “Pete” Hart.

 

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

John M. Thornton

 

8,201,432

 

 

 

632,718

 

 

 

16,574,542

 

James B. DeBello

 

8,522,816

 

 

 

311,334

 

 

 

16,574,542

 

William K. “Bill” Aulet

 

8,156,576

 

 

 

677,574

 

 

 

16,574,542

 

Vinton P. Cunningham

 

8,619,539

 

 

 

214,611

 

 

 

16,574,542

 

James C. Hale

 

8,629,839

 

 

 

204,311

 

 

 

16,574,542

 

Bruce E. Hansen

 

8,600,839

 

 

 

233,311

 

 

 

16,574,542

 

Alex W. “Pete” Hart

 

8,564,768

 

 

 

269,382

 

 

 

16,574,542

 

 

 

2.

A proposal to amend the Company’s. 2012 Stock Incentive Plan to increase the number of shares of our common stock available for future grant under the plan from 4,000,000 to 6,000,000.

 

For

 

 

Against

 

 

Abstained

 

Broker Non-Votes

 

 

6,658,754

 

 

 

2,079,445

 

 

 

95,951

 

 

16,574,542

 

 

 

3.

A proposal to ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016.

 

SIGNATURES

 

For

 

 

Against

 

 

Abstained

 

Broker Non-Votes

 

 

24,431,436

 

 

 

590,051

 

 

 

387,205

 

 

0

 

 

 

 

 

 


 

 

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.

 

MITEK SYSTEMS, INC.

By:  /s/ Russell C. Clark

     Russell C. Clark
     Chief Financial Officer

 

Date:  March 8, 2016