Form 8-K

 

 

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 16, 2013

 

 

Mattersight Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-27975   36-4304577

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 S. Wacker Drive, Suite 820, Chicago, Illinois   60606
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (877) 235-6925

 

 

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.

Mattersight Corporation’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 16, 2013. There were four matters submitted to a vote at the Annual Meeting.

The first matter submitted to a vote was the election of all eight Board of Director Nominees to one-year terms if Proposal #3 to declassify the Board of Directors was approved or, if Proposal #3 was not approved, the election of the three Class II Directors to a three year term expiring at the 2016 Annual Meeting of Stockholders. Proposal #3 was not approved; as a result, the three Class II Directors were re-elected to the Board of Directors for a three year term expiring at the 2016 Annual Meeting of Stockholders, with the following vote:

 

Director Nominee

   For      Withheld      Broker
Non-Votes
 

Philip R. Dur

     12,930,020         68,435         3,703,549   

Henry J. Feinberg

     10,454,960         2,543,495         3,703,549   

John C. Staley

     12,930,493         67,962         3,703,549   

The second matter submitted to a vote was the Board’s proposal to ratify the selection of Grant Thornton LLP as Mattersight’s independent public accountants for the 2013 fiscal year. The votes for the ratification of Grant Thornton LLP were as follows:

 

Ratification of

Independent Public

Accountants for 2013

   For      Against      Abstain  
     16,686,455         13,109         2,440   

The third matter submitted to a vote was the Board’s proposal to amend the Company’s Certificate of Incorporation to declassify the Board of Directors. The vote on this proposal was as follows:

 

Declassify

the Board

of Directors

   For      Against      Abstain      Broker
Non-Votes
 
     12,988,305         2,643         7,507         3,703,549   

The fourth matter submitted to a vote was the Board’s proposal to re-approve the material terms of performance-based awards under the Mattersight Corporation 1999 Stock Incentive Plan. The vote on this proposal was as follows:

 

Re-approve the

Terms of

Performance-Based

Awards under the

1999 SIP

   For      Against      Abstain      Broker
Non-Votes
 
     12,467,481         525,885         5,089         3,703,549   


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.

 

    MATTERSIGHT CORPORATION
Date: May 20, 2013     By:   /S/ MARK ISERLOTH
      Mark Iserloth
      Vice President and Chief Financial Officer