Electronics For Imaging, Inc. (NASDAQ:EFII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Electronics For Imaging, Inc. (NASDAQ:EFII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

The Board of Directors (the Board) of Electronics For Imaging,
Inc. (the Company) adopted the Electronics For Imaging, Inc. 2017
Equity Incentive Plan (the 2017 Plan) on April11, 2017, subject
to stockholder approval of the 2017 Plan. As disclosed in Item
5.07 of this Form 8-K, the Companys stockholders
have approved the 2017 Plan.

The following
summary of the 2017 Plan is qualified in its entirety by
reference to the text of the 2017 Plan, which is filed as Exhibit
10.1 hereto and incorporated herein by reference.

The Board or one
or more committees appointed by the Board will administer the
2017 Plan. The Board has delegated general administrative
authority for the 2017 Plan to the Compensation Committee of the
Board. The administrator of the 2017 Plan has broad authority
under the 2017 Plan to, among other things, select participants
and determine the types of awards that they are to receive, and
determine the number of shares that are to be subject to awards
and the terms and conditions of awards, including the price (if
any) to be paid for the shares or the award.

Persons eligible
to receive awards under the 2017 Plan include directors of the
Company, officers or employees of the Company or any of its
subsidiaries, and certain consultants and advisors to the Company
or any of its subsidiaries.

The maximum number
of shares of the Companys common stock (the Common Stock) that
may be issued or transferred to awards under the 2017 Plan
equals: (1) 1,200,000 shares, plus (2) 1,607,486 (which
represents the number of shares that were available for
additional award grant purposes under the Electronics For
Imaging, Inc. 2009 Equity Incentive Award Plan (the 2009 Plan)
immediately prior to the termination of the authority to grant
new awards under the 2009 Plan as of June7, 2017, the date of
stockholder approval of the 2017 Plan), plus (3)the number of any
shares subject to stock options granted under the 2009 Plan and
outstanding as of June7, 2017 which expire, or for any reason are
cancelled or terminated, after that date without being exercised,
plus (4)the number of any shares subject to restricted stock unit
awards granted under the 2009 Plan that are outstanding and
unvested as of June7, 2017 which are forfeited, terminated,
cancelled, or otherwise reacquired after that date without having
become vested.

Except as
described in the next sentence, shares that are subject to or
underlie awards granted under the 2017 Plan which expire or for
any reason are cancelled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under the
2017 Plan will not be counted against the plans share limit and
will be available for subsequent awards under the 2017 Plan.
Shares that are exchanged by a participant or withheld by the
Company as full or partial payment in connection with any award
under the 2017 Plan, as well as any shares exchanged by a
participant or withheld by the Company or one of its subsidiaries
to satisfy the tax withholding obligations related to any award,
will be counted against the plans share limit and will not be
available for subsequent awards under the 2017 Plan. In addition,
any shares that are exchanged by a participant or withheld by the
Company as full or partial payment in connection with any award
under the 2009 Plan, as well as any shares exchanged by a
participant or withheld by the Company or one of its subsidiaries
to satisfy the tax withholding obligations related to any award,
will not be available for subsequent awards under the 2017 Plan.
To the extent that an award granted under the 2017 Plan is
settled in cash or a form other than shares, the shares that
would have been delivered had there been no such cash or other
settlement will not be counted against the plans share limit and
will be available for subsequent awards under the 2017 Plan. In
the event that shares are delivered in respect of a dividend
equivalent right granted under the 2017 Plan, the number of
shares delivered with respect to the award will be counted
against the plans share limit. To the extent that shares are
delivered to the exercise of a stock appreciation right granted
under the 2017 Plan, the number of underlying shares as to which
the exercise related will be counted against the plans share
limit, as opposed to only counting the shares issued.

The types of
awards that may be granted under the 2017 Plan include stock
options, stock appreciation rights, restricted stock, stock
units, stock bonuses and other forms of awards granted or
denominated in Common Stock or units of Common Stock, as well as
certain cash bonus awards.

As is customary in
incentive plans of this nature, each share limit and the number
and kind of shares available under the 2017 Plan and any
outstanding awards, as well as the exercise or purchase prices of
awards, and performance targets under certain types of
performance-based awards, are subject to adjustment in the event
of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends, or other
similar events that change the number or kind of shares
outstanding, and extraordinary dividends or distributions of
property to the stockholders.

Item5.07.
Submission of Matters to a Vote of Security
Holders.

At the 2017 annual
meeting of stockholders (the Annual Meeting) of the Company held
on June7, 2017, the Companys stockholders voted on five proposals
and cast their votes as described below. The proposals are set
forth in the Companys definitive proxy statement for the Annual
Meeting (the Proxy Statement) filed with the Securities and
Exchange Commission on April28, 2017. The total number of shares
present in person or by proxy was equal to 91% of the outstanding
voting power of all shares of the Companys common stock entitled
to vote at the annual meeting, thereby constituting a quorum for
the purpose of the Annual Meeting. Abstentions, withheld votes
and broker non-votes were counted for purposes of determining
whether a quorum was present.

Proposal
1:

The Companys
stockholders elected six (6)nominees to the Board of Directors,
each to hold office until the next annual meeting or until his
successor is duly elected and qualified.

Nominee

Votes For % of Voted SharesCastFor VotesWithheld % of Voted SharesWithheld BrokerNon-Votes

Eric Brown

38,712,140 98.4 % 632,081 1.6 % 3,013,257

Gill Cogan

38,153,821 96.9 1,190,400 3.0 3,013,257

Guy Gecht

39,206,230 99.7 137,991 0.4 3,013,257

Thomas Georgens

38,944,083 98.9 400,138 1.0 3,013,257

Richard A. Kashnow

37,961,721 96.5 1,382,500 3.5 3,013,257

Dan Maydan

38,164,612 97.0 1,179,609 3.0 3,013,257

Proposal
2:

The Companys
stockholders cast their votes to approve a non-binding proposal
on executive compensation as set forth below:

Votes For

%ofVotedShares

Cast For

VotesAgainst

% of Voted

SharesAgainst

Abstain

BrokerNon-Votes

38,611,070 98.1% 535,684 1.3% 197,467 3,013,257

Proposal
3
:

The Companys
stockholders cast their votes with respect to the advisory vote
on the frequency of future non-binding advisory votes on
executive compensation as set forth below:

One (1)Year

Two(2)Years

Three(3)Years

Abstain

BrokerNon-Votes

33,954,720 9,483 5,304,200 75,818 3,013,257

Based on the
results of the vote, and consistent with the Boards
recommendation, the Board has determined to hold an advisory vote
on executive compensation every year until the next required
advisory vote on the frequency of future advisory votes on
executive compensation.

Proposal
4
:

The Companys
stockholders cast their votes to approve the adoption of the 2017
Plan as set forth below:

Votes For

%ofVotedShares

Cast For

VotesAgainst

% of Voted

SharesAgainst

Abstain

BrokerNon-Votes

38,654,934 98.0% 515,287 1.3% 174,000 3,013,257

Proposal
5:

The Companys
stockholders ratified the appointment of Deloitte Touche LLP as
the Companys independent registered public accounting firm for
the fiscal year ending December31, 2017 as set forth
below:

Votes For

%ofVotedShares

Cast For

VotesAgainst

% of Voted

SharesAgainst

Abstain

BrokerNon-Votes

41,543,507 98.0% 736,618 1.7% 77,353

Item9.01
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit Number

Description

Exhibit10.1 Electronics For Imaging, Inc. 2017 Equity Incentive Plan


About Electronics For Imaging, Inc. (NASDAQ:EFII)

Electronics For Imaging, Inc. (EFI) is engaged in digital printing, focused on the transformation of the printing, packaging, ceramic tile decoration, and textile industries from the use of traditional analog-based printing to digital on-demand printing. The Company operates through three segments: Industrial Inkjet, Productivity Software and Fiery. Its products include industrial super-wide and wide format, label and packaging, and ceramic tile decoration digital inkjet printers that utilizes its digital ink, industrial digital inkjet printer parts and professional services; print production workflow, Web-to-print, cross-media marketing and business process automation solutions, and color digital front ends (DFEs) creating a digital printing ecosystem. Its inks include digital ultra-violet (UV), light emitting diode (LED), ceramic, and thermoforming ink, and various textile ink, including dye sublimation, pigmented, reactive dye, acid dye, and water-based dispersed printing ink.