8-K 2015 Annual Meeting



 
 
 
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):
June 12, 2015
 
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34283
 
043837082
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
1919 North Lynn St., 7th Fl., Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
 
703-387-5800
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            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.
 
The 2015 Annual Meeting of Stockholders (the "Annual Meeting") of Rosetta Stone Inc. (the "Company") was held on June 12, 2015.  The results of the matters submitted to a stockholder vote at the Annual Meeting are as follows:

1.
Election of Class III Directors: Our stockholders elected the following Class III directors to each serve three-year terms expiring on the date of the 2018 annual meeting of stockholders or until his or her successor is duly elected and qualified.

Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Patrick W. Gross
 
13,170,792
 
2,694,620
 
4,504,796
 
Marguerite W. Kondracke
 
13,920,065
 
1,945,347
 
4,504,796
 
Caroline J. Tsay
 
14,637,550
 
1,227,862
 
4,504,796
 
 
 
2.
Ratification of Appointment of Independent Registered Public Accounting Firm: Our stockholders ratified the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.
 
Votes For
 
Against
 
Abstain
 
 
 
 
 
 
 
 
 
 
 
20,329,412
 
22,589
 
18,207
 
 
 
 


3.
Approval of an Amendment to the Rosetta Stone Inc. Amended and Restated 2009 Omnibus Incentive Plan (the “2009 Plan”) to increase the number of shares available for issuance under the 2009 Plan: Our stockholders approved the amendment to the 2009 Plan.
 
Votes For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
13,499,631
 
2,360,622
 
5,159
 
4,504,796
 


4.
Advisory Vote on Executive Compensation (Say on Pay): Our stockholders approved, on an advisory basis, the compensation paid to our named executive officers.
 
Votes For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
14,445,918
 
1,222,338
 
197,156
 
4,504,796
 
 


For more information about the foregoing proposals, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2015.
  











SIGNATURES
 
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.
 
 
Date:  June 12, 2015
 
 
 
 
 
 
 
ROSETTA STONE INC.
 
By:
/s/ Sonia G. Cudd
 
 
Name:
Sonia G. Cudd
 
 
Title:
General Counsel and Secretary