Rosetta Stone Inc. (NYSE:RST) Files An 8-K Submission of Matters to a Vote of Security Holders

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Rosetta Stone Inc. (NYSE:RST) 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.

The 2017 Annual Meeting of Stockholders (the “Annual Meeting”)
of Rosetta Stone Inc. (the “Company”) was held on May 19, 2017.
The results of the matters submitted to a stockholder vote at the
Annual Meeting were as follows:
1.
Election of Class II Directors: Our stockholders re-elected
the following Class II directors to each serve three-year
terms expiring on the date of the 2020 annual meeting of
stockholders or until his or her successor is duly elected
and qualified.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
A. John Hass III
15,495,386
210,950
4,348,424
Laurence Franklin
15,532,775
173,561
4,348,424
2.
Ratification of Appointment of Independent Registered Public
Accounting Firm: Our stockholders ratified the selection of
Deloitte Touche LLP as our independent registered public
accounting firm for fiscal year 2017.
Votes For
Against
Abstain
Broker Non-Votes
20,028,276
17,484
9,000
3.
Approval of an Amendment to the Rosetta Stone Inc. Amended
and Restated 2009 Omnibus Incentive Plan (the 2009 Plan) to
increase the number of shares available for issuance under
the 2009 Plan: Our stockholders approved the amendment to the
2009 Plan.
Votes For
Against
Abstain
Broker Non-Votes
14,213,089
1,490,334
2,913
4,348,424
4.
Advisory Vote on Executive Compensation (Say on Pay): Our
stockholders gave advisory approval to the compensation paid
to our named executive officers.
Votes For
Against
Abstain
Broker Non-Votes
15,439,641
196,982
69,713
4,348,424
5.
Advisory Vote on the Frequency of Say on Pay Vote (Say on
Frequency): Our stockholders gave advisory approval of every
1 YEAR as the frequency of future non-binding advisory votes
on executive compensation.
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
14,562,983
8,334
1,132,848
2,171
4,348,424
In accordance with the recommendation of our Board of Directors
as set forth in the Company’s Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 7, 2017 (2017 Proxy Statement), and based on the voting
results for this proposal, our Board of Directors determined that
an advisory vote to approve the compensation of our named
executive officers will be conducted on an annual basis. Our
Board of Directors will reevaluate this determination after the
next stockholder advisory vote on this matter is held.
For more information about the foregoing proposals, please see
the 2017 Proxy Statement.


About Rosetta Stone Inc. (NYSE:RST)

Rosetta Stone Inc. (Rosetta Stone) offers personalized language and reading programs. The Company’s solutions are used by schools, businesses, government organizations and individuals around the world. Its segments include Enterprise & Education, which derives revenues from sales to educational institutions, corporations and government agencies worldwide, and Consumer, which derives revenue from sales to individuals and retail partners. Its cloud-based programs allow users to learn online or on-the-go via tablet or smartphone, whether in a classroom, corporate setting, or personal learning environment. Its Fit Brains business offers personalized brain training programs. The Company offers courses in over 30 languages across formats, including Web-based software subscriptions, digital downloads, mobile applications, and perpetual compact disc packages. It also offers a portfolio of technology-based learning products for personal use to the global consumer.

Rosetta Stone Inc. (NYSE:RST) Recent Trading Information

Rosetta Stone Inc. (NYSE:RST) closed its last trading session down -0.02 at 11.42 with 157,885 shares trading hands.