Guidance Software,Inc. (NASDAQ:GUID) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Guidance Software,Inc. (NASDAQ:GUID) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March27, 2017, the Board of Directors (the Board) of Guidance
Software,Inc. (the Company) adopted and approved the Guidance
Software Inc. 2017 Incentive Award Plan (the 2017 Plan), subject
to stockholder approval. On May3, 2017, the Companys stockholders
approved the 2017 Plan at the Companys 2017 Annual Meeting of
Stockholders (the Annual Meeting).

The 2017 Plan provides for the grant of stock-based and
cash-based awards to employees, directors and independent
contractors of the Company and its affiliates, including awards
that are intended to constitute qualified performance-based
compensation within the meaning of Section162(m)of the Internal
Revenue Code of 1986, as amended. The aggregate number of shares
of the Companys common stock available for issuance to awards
granted under the 2017 Plan is 2 million shares (subject to
adjustment as described in the 2017 Plan). In connection with the
adoption of the 2017 Plan, the Board delegated to its
Compensation Committee (the Compensation Committee) the authority
to administer the 2017 Plan. The 2017 Plan is not intended to
supersede or otherwise replace the Companys current equity
incentive plan, the Guidance Software,Inc. Second Amended and
Restated 2004 Equity Incentive Plan (as amended, the 2004 Plan).
Rather, the Company may continue to grant awards under the 2004
Plan using the shares available for issuance thereunder until the
share reserve for the 2004 Plan has been exhausted or the 2004
Plan expires on November10, 2018.

Description of the 2017 Plan is set forth in the proxy statement
filed with the Securities and Exchange Commission on April7, 2017
(the Proxy), and is qualified in its entirety by reference to the
full text of the 2017 Plan, a copy of which is attached as
Appendix 1 to the Proxy and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security
Holders

The Annual Meeting was held on May3, 2017. As of the record date,
there were 32,656,111 shares of common stock outstanding and
entitled to vote at the Annual Meeting. At the Annual Meeting,
28,608,286 shares of common stock were represented in person or
by proxy; therefore a quorum was present. The following proposals
were submitted by the Board to a vote of security holders:

(1)

To elect seven directors to hold office until the Companys
2018 Annual Meeting of Stockholders and until their
successors are elected and duly qualified. Proxies for the
meeting were solicited to Regulation 14A of the Securities
Exchange Act of 1934, and there was no solicitation in
opposition to managements nominees, as listed in the proxy
statement. The seven nominees for the seven directorships
received the following votes:


Name of Director	Votes For	Votes Against	Votes Abstain	Broker Non-Votes
Reynolds C. Bish	21,970,863	909,338	12,787	5,715,298
Max Carnecchia	22,349,684	531,069	12,235	5,715,298
John Colbert	18,955,886	3,934,021	3,081	5,715,298
Patrick Dennis	22,515,133	371,901	5,954	5,715,298
Wade Loo	22,355,632	408,663	128,693	5,715,298
Michael McConnell	22,467,090	409,663	16,235	5,715,298
Robert van Schoonenberg	22,358,838	531,069	3,081	5,715,298

Based on the votes set forth above, the foregoing persons were
duly elected to serve as directors for a term expiring at the
annual meeting of shareholders in 2018 and until their
respective successors have been duly elected and qualified.

(2)

Ratification of the selection of Ernst Young LLP as the
Companys independent public accountant for its fiscal
year ending December 31, 2017. The proposal received the
following votes:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
18,971,354		9,364,156		272,776		–

Based on the votes set forth above, the appointment of Ernst
Young LLP as the independent public accounting firm to serve
for 2017 was duly ratified by the shareholders.

(3)

Approval of the Guidance Software, Inc. 2017 Incentive
Award Plan. The proposal received the following votes:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
20,585,974		2,046,049		260,965		5,715,298

Based on the votes set forth above, the proposal to approve the
Guidance Software,Inc. 2017 Incentive Award Plan passed.

(4)

Advisory (non-binding) approval of the compensation of
the Companys named executive officers as disclosed to
Item 402 of Regulation S-K. This proposal, commonly
referred to as Say on Pay, is required by Section 14A of
the Securities Exchange Act. The Say on Pay proposal
received the following votes:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
21,254,500		1,631,800		6,688		5,715,298

Based on the votes set forth above, the non-binding proposal to
approve the compensation of the Companys named executive
officers passed.

(5)

Advisory (non-binding) determination as to the frequency
of future Say on Pay votes. This proposal, commonly
referred to as Say on Frequency, is required by Section
14A of the Securities Exchange Act. Shareholders may vote
for a frequency of future Say on Pay votes every one,
two, or three years, or may abstain from voting. The Say
on Frequency proposal received the following votes:

One Year		Two Years		Three Years		Votes Abstain
17,979,361		20,766		4,874,159		18,702

Based on the votes set forth above, the shareholders selected a
frequency of every one year.

About Guidance Software, Inc. (NASDAQ:GUID)
Guidance Software, Inc. is a technology company. The Company is a provider of endpoint investigation solutions for cybersecurity analytics, security incident response, e-discovery, data privacy and forensic analysis. The Company has five segments, which include Products, Subscription, Professional services, Training and Maintenance. The Company’s Products segment includes EnCase, EnCase Endpoint Security, EnCase eDiscovery, EnCase Forensic, EnCase Portable, Premium License Support Program and hardware sales. Its Subscription segment includes subscription services for cloud-based document review and production software. Its Professional services segment performs consulting services and implementations. Its Training segment provides training classes, by which the Company trains its customers to use its software products. Its maintenance segment provides software updates, telephone and e-mail support. Guidance Software, Inc. (NASDAQ:GUID) Recent Trading Information
Guidance Software, Inc. (NASDAQ:GUID) closed its last trading session up +0.03 at 6.18 with 1,658 shares trading hands.