NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement
(b) On June 25, 2018, the Board of Directors (the “Board”) of Nuance Communications, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Company’s 1995 Directors’ Stock Plan (the “Directors’ Plan”) to authorize the Board to amend awards outstanding under the Directors’ Plan. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which shall be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2018.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 25, 2018, directors Robert J. Frankenberg, Katharine A. Martin and Philip J. Quigley notified the Company that they intended to retire from the Board, each effective June 30, 2018. No executive officer of the Company is aware of a disagreement by any of Messrs. Frankenberg and Quigley or Ms. Martin with the Company on any matter relating to the Company’s operations, policies or practices. In order to align the director compensation with the partial year of service of each of Messrs. Frankenberg and Quigley and Ms. Martin, the Board approved amendments to outstanding equity awards held by each of them to provide for partial acceleration of vesting in connection with their mid-term resignations.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
(a) On June 26, 2018, the Board amended the Company’s bylaws (as so amended and restated, the “Bylaws”) to provide for, among other things, majority voting for directors in uncontested director elections, whereby a nominee for director will be elected to the Board if the stockholder votes cast “for” such nominee’s election exceed the votes cast “withheld” from or “against” such nominee’s election. The Bylaws retain plurality voting for contested director elections. Previously, the Company had plurality voting in all director elections. The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibit is filed herewith:
Nuance Communications, Inc. ExhibitEX-3.1 2 exhibit31bylaws.htm EXHIBIT 3.1 Exhibit Exhibit 3.1BYLAWSOFNUANCE COMMUNICATIONS,…To view the full exhibit click here
About NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN)
Nuance Communications, Inc. is a provider of voice recognition and natural language understanding solutions. The Company’s segments include Healthcare, Mobile, Enterprise and Imaging. The Healthcare segment provides clinical speech and clinical language understanding solutions. The solutions for the Healthcare segment include transcription solutions, Dragon Medical, and clinical document improvement (CDI) and coding solutions. Its Mobile segment provides a portfolio of specialized virtual assistants and connected services. The Enterprise segment provides automated customer solutions and services. The solutions for the Enterprise segment include On-Premise solutions and services, and On-Demand multichannel cloud. The Imaging segment provides software solutions that help professionals and organizations to gain control of their document and information processes. Imaging segment include multi-function printer (MFP) scan automation solutions and MFP Print automation solutions.
