DIGIMARC CORPORATION (NASDAQ:DMRC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
Submission of Matters to a Vote of Security Holders |
(a) Digimarc Corporation (the Company) held its Annual Meeting of
Shareholders on May 1, 2017 (the Annual Meeting).
(b) At the Annual Meeting, 8,074,159 shares were represented to
vote either in person or by proxy, or 76% of the outstanding
shares, which represented a quorum. The final results of voting
for each matter submitted to a vote of shareholders at the Annual
Meeting are as follows:
Proposal 1: Election of Directors
Bruce Davis, Gary DeStefano, Richard L. King, William J. Miller,
James T. Richardson, Andrew Walter and Bernard Whitney were
elected as directors for a term of one year. The voting for each
director was as follows:
Broker |
|||||
For |
Withheld |
Non-Votes |
|||
Bruce Davis |
4,459,477 |
196,520 |
3,418,162 |
||
Gary DeStefano |
4,497,644 |
158,353 |
3,418,162 |
||
Richard L. King |
4,336,091 |
319,906 |
3,418,162 |
||
William J. Miller |
4,423,731 |
232,266 |
3,418,162 |
||
James T. Richardson |
4,478,302 |
177,695 |
3,418,162 |
||
Andrew J. Walter |
4,497,286 |
158,711 |
3,418,162 |
||
Bernard Whitney |
4,439,930 |
216,067 |
3,418,162 |
Proposal 2: Ratification of the Appointment of KPMG LLP as the
Companys Independent Registered Public Accounting Firm
The appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017 was ratified with 7,929,270 votes in favor,
10,815 votes against and 134,074 abstentions.
Proposal 3: Advisory Vote to Approve Executive Compensation
The compensation paid to the Companys executive officers, as
disclosed to Item 402 of Regulation S-K, was approved with
3,442,740 votes in favor, 1,161,146 votes against, 52,111
abstentions and 3,418,162 broker non-votes.
Proposal 4: Advisory Vote on the Frequency of the Advisory Vote
to Approve Executive Compensation
The voting for each frequency was as follows:
Votes Cast |
|
One Year |
2,815,253 |
Two Years |
45,398 |
Three Years |
1,730,647 |
Abstain |
64,699 |
(d) A plurality of the votes cast by shareholders voted, on an
advisory basis, to hold an advisory vote to approve executive
compensation every year. In line with this recommendation by
shareholders, the Companys Board of Directors has determined that
it will include an advisory shareholder vote on executive
compensation in its proxy materials every year until the next
required advisory vote on the frequency of shareholder votes on
executive compensation, which will occur no later than our Annual
Meeting of Shareholders in 2023.
About DIGIMARC CORPORATION (NASDAQ:DMRC)
Digimarc Corporation (Digimarc) enables governments and enterprises to give digital identities to media and objects that computers can sense and recognize. The Company’s Digimarc Discover and Digimarc Barcode Intuitive Computing Platform are designed to optimize the identification of consumer brand impressions, facilitating mobile-centric shopping. The Company operates through media management solutions segment. The Company’s platform includes means to embed Digimarc Barcodes, invisible and inaudible barcode-like information that is recognizable by smartphones, industrial scanners, and other computer interfaces into various forms of media content, including consumer product packaging. Its Digimarc Barcodes have various applications, including facilitating scanning of products at retail checkout, as well as improved engagement with smartphone-equipped consumers. The Digimarc Barcode allows automatic identification of media without visible computer codes, such as traditional barcodes. DIGIMARC CORPORATION (NASDAQ:DMRC) Recent Trading Information
DIGIMARC CORPORATION (NASDAQ:DMRC) closed its last trading session up +0.45 at 29.00 with 20,541 shares trading hands.