Datawatch Corporation (NASDAQ:DWCH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On April 18, 2017, the stockholders of Datawatch Corporation
(Datawatch) approved the adoption of Datawatchs Third Amended and
Restated 2011 Equity Compensation and Incentive Plan (the Amended
2011 Plan), which amends the Second Amended and Restated 2011
Equity Compensation and Incentive Plan to (1) increase the total
authorized shares under such plan by 1,000,000 shares and (2)
prohibit Datawatch from granting awards under the Amended 2011
Plan for which participants would be entitled to receive ordinary
dividends in respect of those awards prior to the date those
awards vest. For a description of the material features of the
Amended 2011 Plan, please refer to Datawatchs Amended Definitive
Proxy Statement on Schedule 14A for the Annual Meeting of the
Stockholders held on April 18, 2017, a copy of which was filed
with the Securities and Exchange Commission on March 3, 2017
(File No. 000-19960) and is incorporated herein by reference.
| Item 2.02 |
Results of Operations and Financial Condition |
On April 19, 2017, Datawatch issued a press release reporting its
financial results for its quarter ended March 31, 2017. A copy of
the press release is attached as Exhibit 99.1 to this report and
is incorporated herein by reference.
The information contained in this Item 2.02, including in Exhibit
99.1 attached hereto and incorporated herein by reference, is
intended to be furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information contained
herein and in the accompanying exhibits shall not be incorporated
by reference into any filing with the U.S. Securities and
Exchange Commission (SEC) made by Datawatch, whether made before
or after the date hereof, regardless of any general incorporation
language in such filings.
| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Equity Awards
On April 18, 2017, Datawatch granted awards of restricted stock
units for shares of Datawatch common stock (RSUs) under the
Amended 2011 Plan to the named executive officers of Datawatch,
as follows:
| Name and Position | Number of RSUs |
|
Michael A. Morrison President and Chief Executive Officer |
110,000 |
|
James Eliason Chief Financial Officer |
60,000 |
|
Ken Tacelli Chief Operating Officer |
60,000 |
All of the RSUs awarded to each executive will vest in equal
installments on each of the first, second and third anniversaries
of May 1, 2017.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Datawatch was held on April
18, 2017, at which the stockholders voted on the following
matters:
| 1. |
The election of Richard de J. Osborne, Joan McArdle, Thomas H. Kelly, Christopher T. Cox, David C. Mahoney, Randy Seidl, Donald R. Friedman and Michael A. Morrison to the Board of Directors to serve for the ensuing year or until their respective successors are duly elected and qualified; |
| 2. | The approval of the Amended 2011 Plan; and |
| 3. |
The ratification of the appointment of RSM US LLP, Datawatchs independent registered public accounting firm (Auditor Ratification). |
The final voting results as certified by the independent
inspector of elections, Broadridge Financial Solutions, Inc., for
each of the proposals submitted to a vote of the stockholders at
the Annual Meeting are as follows:
| Director Nominee | Total Votes For | Total Votes Withheld | Broker Non-Votes |
| Richard de J. Osborne | 7,719,209 | 142,443 | 3,117,237 |
| Joan McArdle | 7,783,145 | 78,507 | 3,117,237 |
| Thomas H. Kelly | 7,652,958 | 208,694 | 3,117,237 |
| Christopher T. Cox | 6,273,821 | 1,587,831 | 3,117,237 |
| David C. Mahoney | 7,776,713 | 84,939 | 3,117,237 |
| Randy Seidl | 7,782,363 | 79,289 | 3,117,237 |
| Donald R. Friedman | 7,782,313 | 79,339 | 3,117,237 |
| Michael A. Morrison | 7,717,614 | 144,038 | 3,117,237 |
| Proposal | Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
|
Amended 2011 Plan |
6,500,940 | 1,265,322 | 95,390 | 3,117,237 |
| Auditor Ratification | 10,942,862 | 34,639 | 1,388 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following Exhibit is furnished as part of this report:
| Exhibit No. | Description |
| 99.1 |
Press release issued by Datawatch Corporation, dated April 19, 2017. |
About Datawatch Corporation (NASDAQ:DWCH)
Datawatch Corporation is engaged in the design, development, marketing, distribution and support of business computer software primarily for the self-service data preparation and visual data discovery markets. The Company also provides services, including implementation and support of its software products, as well as training on their use and administration. The Company’s product family includes Datawatch Monarch, Datawatch Panopticon and Datawatch Report Mining Server (RMS). The Company offers its enterprise products through perpetual licenses and subscription pricing models. The Company also offers educational services for customers and partners implementing and learning about the platform, maintenance and support, and professional services to provide in-depth technical assistance for software implementations. The Company offers an array of live and virtual classroom instruction, including private onsite classes. Datawatch Corporation (NASDAQ:DWCH) Recent Trading Information
Datawatch Corporation (NASDAQ:DWCH) closed its last trading session up +0.85 at 9.25 with 1,036,878 shares trading hands.
