Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

March 8, 2017 (March 7, 2017)
Date of Report (Date of earliest event reported)
 
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
(State or other jurisdiction
of incorporation)
 
000-30407
(Commission
File Number)
 
39-1783372
(IRS Employer
Identification No.)

222 W. Washington Ave
Madison, WI 53703
(Address of principal executive offices)
(608) 443-1600
(Registrant's telephone number)

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

The Annual Meeting of Stockholders was held on March 7, 2017. A quorum consisting of approximately 86% of the Company's common stock issued and outstanding was represented either in person or by proxy. At the meeting the following proposals were approved by the stockholders:

1.
To elect one director to hold office for a term of five years, and until his successor is duly elected and qualified.

2.
To approve, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers;

3.
To select, by a non-binding advisory vote, the frequency at which the stockholders of the Company will be asked to approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers;

4.
To vote on a Proposal to amend the 2008 Sonic Foundry Employee Stock Purchase Plan to increase the number of shares of common stock subject to the plan from 150,000 to 200,000.

5.
To vote on a Proposal to amend the 2009 Stock Incentive Plan to increase the number of shares of common stock subject to the plan from 1,800,000 to 2,700,000.

6.
To vote on a Proposal to amend the 2008 Sonic Foundry Non-Employee Directors Stock Option Plan to increase the number of shares of common stock subject to the plan from 100,000 to 150,000.
   
7.
To ratify the appointment of Baker Tilly Virchow Krause LLP as our independent auditors for the fiscal year ending September 30, 2017.
    
 
 
For
 
Against
 
Withheld
 
Abstention
 

Broker
Non-votes
 
 
 
 
 
 
 
 
 
Proposal #1:
 
 
 
 
 
 
 
 
Brian T. Wiegand
 
1,425,505

 
—

 
138,761

 
—

 
2,255,660

Proposal #2
 
1,259,794

 
210,089

 
—

 
94,383

 
2,255,660

Proposal #4
 
1,262,903

 
200,595

 
—

 
100,768

 
2,255,660

Proposal #5
 
1,038,241

 
422,450

 
—

 
103,575

 
2,255,660

Proposal #6
 
1,137,372

 
325,905

 
—

 
100,989

 
2,255,660

Proposal #7
 
3,644,401

 
136,417

 
—

 
39,108

 
—

 
 
1 Year
 
2 Years
 
3 Years
 
Abstention
 
Broker Non-votes
Proposal #3
 
397,226

 
64,364

 
1,094,450

 
8,226

 
2,255,660








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 thereunto duly authorized.
 

Sonic Foundry, Inc.
(Registrant)
 
March 8, 2017         
 
 
 
By:
 
/s/ Kenneth A. Minor
By:
 
Kenneth A. Minor
Title:
 
Chief Financial Officer