0001188112-12-001770.txt : 20120524 0001188112-12-001770.hdr.sgml : 20120524 20120524102634 ACCESSION NUMBER: 0001188112-12-001770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120523 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AWARE INC /MA/ CENTRAL INDEX KEY: 0001015739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042911026 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21129 FILM NUMBER: 12866007 BUSINESS ADDRESS: STREET 1: 40 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172764000 MAIL ADDRESS: STREET 1: 40 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 8-K 1 t73685_8k.htm FORM 8-K t73685_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 23, 2012
 
Aware, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-21129
 
Massachusetts
  
  04-2911026
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
     
 
40 Middlesex Turnpike, Bedford, MA, 01730
(Address of principal executive offices, including zip code)
 
(781) 276-4000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On May 23, 2012, we held an annual meeting of stockholders.  A total of 20,785,532 shares of our common stock were outstanding as of April 5, 2012, the record date for the annual meeting.  The first matter acted upon at the annual meeting was the election of three Class I directors of our board of directors.  Our stockholders elected Brian D. Connolly, Richard P. Moberg and Kevin T. Russell as members of our board of directors as Class I directors for a three-year term.  The final results of the vote, as reported by our inspector of elections, were as follows:

Nominee
For
Withheld
Brian D. Connolly
12,897,834
148,800
Richard P. Moberg
12,179,824
866,810
Kevin T. Russell
12,181,444
865,190

The second matter acted upon at the annual meeting was an advisory vote on the approval of named executive officer compensation.  Our stockholders approved, on an advisory basis, the compensation of individuals identified in the Summary Compensation Table, as disclosed in the Aware, Inc. 2011 proxy statement pursuant to the compensation disclosure rules of the SEC.  The final results of the vote, as reported by our inspector of elections, were as follows:

For
Against
Abstain
11,781,250
1,241,471
23,913

Our board of directors has decided to hold advisory stockholder votes to approve the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S-K every year until the next required vote on the frequency of such advisory votes.

Signature(s)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
AWARE, INC.
  
       
 
By:
/s/ Kevin T. Russell  
   
Kevin T. Russell
  
   
Co-President and co-Chief Executive Officer
  
Date: May 24, 2012
      

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