MITEK SYSTEMS, INC. (NASDAQ:MITK) Files An 8-K Submission of Matters to a Vote of Security Holders

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MITEK SYSTEMS, INC. (NASDAQ:MITK) 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.

On March 10, 2017, Mitek Systems, Inc. (the Company) held an
annual meeting of its stockholders (the Annual Meeting).As of
January 13, 2017, the record date for the Annual Meeting, there
were 33,274,299 shares of the Companys common stock outstanding
and entitled to vote at the Annual Meeting.At the Annual Meeting,
a total of 28,658,961 shares of the Companys common stock were
represented in person or by proxy.Set forth below is a brief
description of each matter voted upon at the Annual Meeting and
the voting results with respect to each matter.These proposals,
each of which was approved by our stockholders at the Annual
Meeting, are more fully described in the Companys definitive
proxy statement for the Annual Meeting filed with the U.S.
Securities and Exchange Commission on January 30, 2017 (the Proxy
Statement).

1.

A proposal to elect the following seven directors to
serve until the Companys 2018 annual meeting of
stockholders and until their respective successors have
been elected and qualified: James B. DeBello, William K.
Bill Aulet, Vinton P. Cunningham, James C. Hale, Bruce E.
Hansen, Alex W. Pete Hart, and Kenneth D. Denman.

For

Withheld

Broker Non-Votes

James B. DeBello

16,892,882

675,557

11,090,522

William K. Bill Aulet

16,807,297

761,142

11,090,522

Vinton P. Cunningham

16,922,677

645,762

11,090,522

James C. Hale

16,813,105

755,334

11,090,522

Bruce E. Hansen

17,030,727

537,712

11,090,522

Alex W. Pete Hart

16,880,456

687,983

11,090,522

Kenneth D. Denman

16,891,673

676,766

11,090,522

2.

A proposal to approve the amendment and restatement of
the Companys 2012 Stock Incentive Plan (the 2012 Plan)
to, among other things, (i) increase the number of shares
of our common stock available for future grant under the
plan from 6,000,000 to 9,500,000; and (ii) to designate
2,100,000 of such shares to be reserved for issuance to
performance-based Senior Executive Long Term Incentive
Restricted Stock Units (Senior Executive Performance
RSUs), which will only vest if the Company meets a
significant threshold level of stock price appreciation
by the end of the performance period.

For

Against

Abstained

Broker Non-Votes

10,363,970

7,036,810

167,659

11,090,522

3.

A proposal to approve an amendment to the Companys
Director Restricted Stock Unit Plan to increase the
number of shares of our common stock available for future
grant under the plan from 1,000,0000 to 1,500,000.

For

Against

Abstained

Broker Non-Votes

10,456,318

6,904,570

207,551

11,090,522

4.

A proposal to ratify the selection of Mayer Hoffman
McCann P.C. as the Companys independent registered public
accounting firm for the fiscal year ending September 30,
2017.

For

Against

Abstained

Broker Non-Votes

27,144,159

1,119,122

395,680

5.

A proposal to approve on an advisory (non-binding) basis,
the compensation of our named executive officers as
presented in the Proxy Statement.

For

Against

Abstained

Broker Non-Votes

14,921,233

2,201,254

445,952

11,090,522

6.

A proposal to approve, on an advisory (non-binding)
basis, the frequency of the advisory stockholder vote on
the compensation of our named executive officers.

One Year

Two Year

Three Year

Abstain

8,395,915

661,426

8,189,129

321,969

Consistent with the greatest number of votes cast with respect to
Proposal No. 6 above, the Companys Board of Directors has
determined that the Company will hold an advisory vote on the
compensation of its named executive officers every year until the
next advisory vote on the frequency of stockholder votes on the
compensation payable to the Companys named executive officers is
required to Section 14A of the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.


About MITEK SYSTEMS, INC. (NASDAQ:MITK)

Mitek Systems, Inc. develops, markets and sells mobile capture and identity verification software solutions for enterprise customers. The Company’s technology allows users to remotely deposit checks, open accounts, get insurance quotes, pay bills, as well as verify their identity by taking pictures of various documents with their camera-equipped smartphones and tablets instead of using the device keyboard. Its technology uses algorithms to correct image distortion, extract relevant data, route images to their desired location and process transactions. Its technology processes images of documents in various ways. The Company’s products include Mobile Verify, Mobile Fill, Mobile Docs, Mobile Deposit and Commercial Mobile Deposit Capture. Its mobile technology solutions are provided in two parts: a software development kit (SDK) for mobile capture, and a software platform for image correction, detection, extraction and authentication.

MITEK SYSTEMS, INC. (NASDAQ:MITK) Recent Trading Information

MITEK SYSTEMS, INC. (NASDAQ:MITK) closed its last trading session up +0.15 at 6.05 with 298,355 shares trading hands.