VASCO Data Security International, Inc. (NASDAQ:VDSI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders |
The 2017 Annual Meeting of Stockholders of VASCO Data Security
International, Inc. (the Company) was held June14, 2017.
The shareholders of the Company voted on the following items at
the Annual Meeting:
| 1. |
To elect five directors to serve on the Board of Directors until the next annual meeting of shareholders and until his or her successor is duly elected and qualified, or until he or she resigns, dies or is removed ; |
| 2. | An advisory vote on executive compensation; |
| 3. |
An advisory vote on the frequency of future advisory votes on executive compensation; and |
| 4. |
To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017. |
Votes regarding the election of the director nominees proposed by
the Companys Board of Directors were as follows:
| SharesVotedin Favor of | SharesWithholding Authority | Broker Non-Votes | ||||||||||
| T. Kendall Hunt | 28,672,794 | 296,355 | 4,735,786 | |||||||||
| MichaelP.Cullinane | 27,484,520 | 1,484,629 | 4,735,786 | |||||||||
| John N. Fox, Jr. | 28,098,041 | 871,108 | 4,735,786 | |||||||||
| Jean K. Holley | 26,515,370 | 2,453,779 | 4,735,786 | |||||||||
| Matthew Moog | 28,109,426 | 859,723 | 4,735,786 |
Based on the votes set forth above, the director nominees were
duly elected.
The proposal to approve, on an advisory basis, the overall
compensation of the Companys named executive officers received
the following votes:
|
SharesVoted For |
SharesVoted Against |
Abstentions |
Broker Non-Votes |
|||
| 27,896,294 | 1,043,882 | 28,973 | 4,735,786 |
Based on the votes set forth above, the overall compensation of
the Companys named executive officers was approved.
The proposal to approve, on an advisory basis, the frequency for
an advisory vote on the overall compensation of the Companys
named executive officers received the following votes:
|
SharesVoted For 1Year |
SharesVoted For 2Years |
SharesVoted For 3Years |
Abstentions |
Broker Non-Votes |
||||
| 13,514,488 | 99,398 | 15,323,684 | 31,579 | 4,735,786 |
Based on the votes set forth above, the shareholders recommended
holding an advisory vote on the overall compensation of the
Companys named executive officers every three years.
The proposal to ratify the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017 received the following votes:
|
SharesVoted For |
SharesVoted Against |
Abstentions |
Broker Non-Votes |
|||
| 33,513,310 | 129,963 | 61,662 | 4,735,786 |
Based on the votes set forth above, the appointment of KPMG LLP
as the Companys independent registered public accounting firm for
the fiscal year ending December31, 2017 was duly ratified.
| Item8.01 | Other Events |
On June14, 2017, the Board of Directors of VASCO Data Security
International, Inc. reviewed and evaluated the results of the
proposal to approve, on an advisory basis, the frequency for a
shareholder advisory vote on the overall compensation of the
Companys named executive officers.
Consistent with the results of the proposal, the Board of
Directors determined future shareholder advisory votes on
executive compensation will be every three years. Therefore, the
Company shall submit the next advisory Say on Pay Vote at its
2020 annual meeting of stockholders.
About VASCO Data Security International, Inc. (NASDAQ:VDSI)
VASCO Data Security International, Inc. (VASCO) is an information technology (IT) security company that designs, develops and markets security solutions that secure and manage access to digital assets, protect and facilitate transactions online, via mobile devices, and in-person. The Company’s primary product and service lines include Host System products, which are typically a component of an organization’s IT infrastructure and Client Authenticators, which are devices used by end users for authentication. VASCO also offers additional product and service lines, including three categories of solutions; Developer Tools, which are typically used by organizations developing mobile applications; Risk Analysis Products, which are used to identify and mitigate the risk of fraud, and e-signature solutions, which are used to sign, send, and mange documents. The Company provides two-factor authentication and electronic signature solutions to financial institutions.
