Voxware 8-K 2009
Washington, D.C. 20549
Date of report (Date of earliest event reported): December 10, 2009
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 8.01. Other Events.
On December 10, 2009, Voxware, Inc., a Delaware corporation (the Company) held its 2009 Annual Meeting of Stockholders (the Annual Meeting). The total number of outstanding shares of common stock entitled to vote at the Annual Meeting was 8,026,867, of which an aggregate of 6,426,839 shares of common stock were present in person or represented by proxy. The Companys stockholders were asked to consider and vote upon the following five proposals:
(1) to elect seven directors to the Companys Board of Directors to serve a one-year term expiring at the next Annual Meeting of Stockholders and until such directors successor shall have been elected and qualified;
(2) to amend the Companys Amended and Restated Certificate of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance from 12,000,000 shares to 15,000,000 shares;
(3) to amend the Companys 2003 Plan to increase the maximum number of shares of common stock reserved for issuance thereunder by an additional 250,000 shares of common stock from 1,534,734 to 1,784,734 shares;
(4) to approve an amendment to the Companys 2003 Plan to allow for a one-time stock option exchange program under which eligible employees and directors would be able to elect to exchange outstanding stock options with an exercise price of $2.25 or greater issued under the Companys 2003 Plan, as amended, for new options at an exchange rate of 1.15 to 1.00; and
(5) to ratify the appointment of BDO Seidman, LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2010.
On December 10, 2009, the inspector of election certified the results of the vote as follows:
For Proposal 1, each nominee received the affirmative vote of a plurality of the shares of common stock cast by the stockholders present in person or represented by proxy at the Annual Meeting. For Proposal 2, the Company received the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote thereon. For Proposals 3, 4 and 5, the Company received the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting. Therefore, each proposal was approved by the requisite number of votes at the Annual Meeting.
Additionally, on December 10, 2009, the Company filed a Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance, which is attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
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.