Nuance 8-K Form February 3 2014


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):
February 3, 2014
_________________________
 
NUANCE COMMUNICATIONS, INC.
 
(Exact name of registrant as specified in its charter)
__________________________
Delaware
 
001-36056
 
94-3156479
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (781) 565-5000
 
 
(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 (see General Instruction A.2. below):
 
 ¨ 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 February 3, 2014, Nuance Communications, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders cast their votes on the following four proposals as follows:

Proposal 1: To elect ten members of the Company’s Board of Directors:

Nominee
For
Against
Abstain

Broker Non-Votes

Paul Ricci
181,834,398

13,185,751

881,878

67,241,953

Robert Frankenberg
142,735,977

52,484,822

681,228

67,241,953

Patrick Hackett
164,099,095

31,073,473

729,459

67,241,953

Brett Icahn
191,308,231

4,183,252

410,544

67,241,953

William Janeway
174,612,682

20,700,834

588,511

67,241,953

Mark Laret
155,696,193

39,487,274

718,560

67,241,953

Katharine Martin
145,989,242

49,300,120

612,665

67,241,953

Mark Myers
163,568,767

31,701,169

632,091

67,241,953

Philip Quigley
184,410,235

10,807,556

684,236

67,241,953

David Schechter
193,915,527

1,509,202

477,298

67,241,953



Proposal 2: To approve an amendment to the Company’s 2000 Stock Plan to increase the shares available for issuance from 60,050,000 to 65,800,000 shares:

For
Against
Abstain
Broker Non-Votes
156,477,914
38,691,775
732,338
67,241,953

Proposal 3: To approve a non-binding advisory vote on executive officer compensation:

For
Against
Abstain
Broker Non-Votes
98,911,367
 96,091,925
898,735
67,241,953

Proposal 4: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2014:

For
Against
Abstain
 
258,770,266
3,043,734
1,329,980
 

For more information about the foregoing proposals, see the Company’s definitive proxy statement dated December 24, 2013.





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.
 
 
NUANCE COMMUNICATIONS, INC.
 
 
 
 
Date:  February 5, 2014
By:
 /s/ Thomas L. Beaudoin
 
 
 
Thomas L. Beaudoin 
Chief Financial Officer