Callidus Software Inc. (NASDAQ:CALD) Files An 8-K Submission of Matters to a Vote of Security Holders

Callidus Software Inc. (NASDAQ:CALD) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07. Submission of Matters to a Vote of Security Holders.

Callidus Software Inc. (Company) held its 2017 Annual Meeting of
Stockholders (Annual Meeting) on June 14, 2017 at the Companys
headquarters. As of the record date, April 17, 2017, 64,862,796
shares of the Companys common stock were outstanding and entitled
to vote at the Annual Meeting. A total of 61,828,535 shares of
Company common stock, constituting a quorum, were represented in
person or by proxy at the Annual Meeting.
At the Annual Meeting, the stockholders of the Company voted on
the following proposals to: (i) elect two Class II members to the
board of directors; (ii) approve an amendment to the 2013 Stock
Incentive Plan; (iii) approve, on an advisory basis, executive
compensation; (iv) approve, on an advisory basis, the frequency
of future advisory votes on executive compensation; and (v)
ratify the appointment of KPMG LLP as the Companys independent
auditors for the fiscal year ending December 31, 2017. Each of
these proposals is described in more detail in the Companys
definitive proxy statement, dated April 27, 2017 (Proxy
Statement). The voting results for each of the proposals are
detailed below:
1.
Proposal 1: Election of Class II directors. Each of the two
directors nominated for election by the Companys board of
directors was elected to serve as a Class II director and
to hold office for a three-year term that ends immediately
prior to the Companys 2020 Annual Meeting of Stockholders
or until his successor is duly elected and qualified. The
voting results were as follows:
Director
For
Against
Abstentions
Broker Non-Votes
Kevin M. Klausmeyer
56,548,710
854,677
84,271
4,340,877
James D. White
56,547,561
855,826
84,271
4,340,877
2.
Proposal 2: Amendment to 2013 Stock Incentive Plan. The
Companys stockholders approved the amendment to the
Companys 2013 Stock Incentive Plan as set forth in more
detail in the Proxy Statement. The voting results were as
follows:
For
Against
Abstentions
Broker Non-Votes
52,760,057
4,629,949
97,652
4,340,877
3.
Proposal 3: Advisory Vote on Executive Compensation. The
Companys stockholders approved, on an advisory basis, the
Companys executive compensation program as set forth in
more detail in the Proxy Statement. The voting results were
as follows:
For
Against
Abstentions
Broker Non-Votes
55,278,663
2,121,577
87,418
4,340,877
4.
Proposal 4: Advisory Vote on Frequency of Future Advisory
Votes on Executive Compensation. The Companys stockholders
indicated their preference, on an advisory basis, that an
advisory vote on the compensation of the Companys named
executive officers be held every one year. The voting
results were as follows:
One Year
Two Years
Three Years
Abstentions
53,516,456
375,294
3,509,139
86,769
5.
Proposal 5: Appointment of Independent Auditors. The
Companys stockholders ratified the appointment of KPMG LLP
as the Companys independent auditors for the fiscal year
ending December 31, 2017. The voting results were as
follows:
For
Against
Abstentions
Broker Non-Votes
61,636,868
69,497
122,170


About Callidus Software Inc. (NASDAQ:CALD)

Callidus Software Inc. (Callidus) is a provider of cloud-based sales, marketing, learning and customer experience solutions. The Company’s CallidusCloud enables its customers to manage their Lead to Money process with a suite of solutions that identify leads, implement territory and quota plans, enable sales forces, automate bid configuration pricing and quoting, manage contracts, streamline sales compensation and capture customer feedback, among others. Lead to Money is a process designed to help companies respond to the changing role of sales and marketing in the redefined buying cycle. The Company’s Lead to Money suite and technology solutions include Lead, Planning, Enablement, Quotes and Proposals, Contracts, Incentives, Customer Experience and Technology. The Company provides a range of services, which include professional services, business process outsourcing services, maintenance and technical support services, and education services.

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