SEC Document


 
 
 
 
 
 
 
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):
May 19, 2016
 
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34283
 
43837082
(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)
 
800-788-0822
(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 2016 Annual Meeting of Stockholders (the "Annual Meeting") of Rosetta Stone Inc. (the "Company") was held on May 19, 2016.  The results of the matters submitted to a stockholder vote at the Annual Meeting were as follows:

1.
Election of Class I Directors: Our stockholders re-elected the following Class I directors to each serve three-year terms expiring on the date of the 2019 annual meeting of stockholders or until his or her successor is duly elected and qualified.

Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
A. John Hass III
 
14,528,521
 
282,512
 
5,019,777
 
David Nierenberg
 
14,519,431
 
291,602
 
5,019,777
 
Steven P. Yankovich
 
14,529,750
 
281,283
 
5,019,777
 
 
 

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 fiscal year 2016.
 
Votes For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
19,798,518
 
24,851
 
7,441
 
—
 
 


3.
Advisory Vote on Executive Compensation (Say on Pay): Our stockholders gave advisory approval to the compensation paid to our named executive officers.
 
Votes For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
14,507,195
 
247,515
 
56,323
 
5,019,777
 
 


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 April 8, 2016.
  





 
 
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:  May 19, 2016

 
 
 
 
 
 
 
 
 
By:
/s/ Sonia G. Cudd
 
 
Name:
Sonia G. Cudd
 
 
Title:
General Counsel and Secretary