QAD Inc. (NASDAQ:QADA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On June 23, 2019, the Compensation Committee of the Board of Directors of QAD Inc. (the \”Company\” or \”we\” or \”our\”) approved the use of performance stock units (\”PSUs\”) to acquire the Company\’s Class A common stock (“Class A Stock”). PSUs were granted to certain Company employees, including named executive officers, on June 23, 2019 under the Company’s 2016 Stock Incentive Program, which was previously approved by the stockholders and was included as Exhibit A of the Company’s 2016 Definitive Proxy Statement that was filed with the Securities and Exchange Commission on April 29, 2016. The form of PSU Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On June 24, 2019, QAD Inc. held its annual meeting of stockholders (the \”Annual Meeting\”). Presented below are the voting results for the proposals submitted to stockholders at the Annual Meeting, which are further described in the Company\’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 9, 2019.
At the Annual Meeting, the presence, in person or by proxy, of stockholders holding at least a majority of the voting power of our outstanding Class A Stock and outstanding Class B common stock (\”Class B Stock\”), voting as a single class, constituted a quorum for the transaction of business. Each share of Class A Stock has one-twentieth (1/20th) of a vote and each share of Class B Stock has one (1) vote. As of the record date of April 29, 2019 (the \”Record Date\”), the issued and outstanding voting securities of the Company were as follows:
1. 16,373,212 shares of Class A Stock, equivalent to 818,660 votes outstanding;
2. 3,263,906 shares of Class B Stock, equivalent to 3,263,906 votes outstanding; and
3. 19,637,118 total shares outstanding, equivalent to 4,082,566 votes entitled to be cast.
Present or represented by valid proxy at the Annual Meeting on a combined basis of Class A Stock and Class B Stock were 18,221,324 shares, equivalent to 3,897,740 shares voted representing 95.47% of the shares entitled to vote as of the Record Date. Therefore, a quorum was present for the purposes of the Annual Meeting.
CLASS A AND CLASS B COMMON STOCK VOTING TOGETHER
Proposal 2. Advisory Vote on Executive Compensation.
The non-binding advisory resolution approving the compensation of the Company\’s named executive officers, commonly referred to as \”say-on-pay\”, was approved with the following vote:
CLASS A AND CLASS B VOTING TOGETHER
Proposal 3. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation.
The following preferences were recorded with respect to the non-binding advisory vote on the frequency of advisory votes on executive compensation:
CLASS A AND CLASS B VOTING TOGETHER
In accordance with these results, the board of directors has determined that future advisory votes on the compensation of the Company\’s named executive officers will be held every year until the next required advisory vote on frequency. The Company is required to hold a vote on frequency at least once every six years.
Proposal 4. Appointment of KPMG LLP as Independent Registered Public Accounting Firm.
The appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2020 was ratified with the following vote:
CLASS A AND CLASS B VOTING TOGETHER
QAD INC Exhibit
EX-10.1 2 ex_148859.htm EXHIBIT 10.1 ex_148859.htm Exhibit 10.1 QAD Inc. 2016 STOCK INCENTIVE PROGRAM PERFORMANCE SHARE AGREEMENT This grant of performance shares (“PSUs”) is made by QAD Inc. (the “Company”) to _____________________________ (the “Grantee”) as of the Grant Date set forth below,…
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About QAD Inc. (NASDAQ:QADA)
QAD Inc. (QAD) is a provider of vertically oriented enterprise software solutions for global manufacturing companies across the automotive, life sciences, consumer products, food and beverage, high technology and industrial products industries. QAD Enterprise Applications enables measurement and control of business processes and supports operational requirements, including financials, manufacturing, demand and supply chain planning, customer management, business intelligence and business process management. QAD delivers components of its solution for a range of mobile platforms. The Company’s mobile suite includes a requisition approval solution, a mobile business intelligence solution, mobile browse capability and mobile application monitoring tools to support system administrators. Its mobile browse capability allows users to view, filter and sort data accessible through QAD Browses within QAD Enterprise Applications using mobile devices.