0001140361-13-025296.txt : 20130614 0001140361-13-025296.hdr.sgml : 20130614 20130614155748 ACCESSION NUMBER: 0001140361-13-025296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130611 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130614 DATE AS OF CHANGE: 20130614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QAD INC CENTRAL INDEX KEY: 0001036188 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770105228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 13914232 BUSINESS ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 8055666000 MAIL ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 8-K 1 form8k.htm QAD INC 8-K 6-11-2013

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)  June 11, 2013

QAD Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-22823
77-0105228
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)

100 Innovation Place, Santa Barbara, California
 
93108
(Address of principal executive offices)
 
(Zip code)

Registrant's telephone number, including area code (805) 566-6000

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 (see General Instruction A.2. below):

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

The voting results for the matters submitted to a vote of our stockholders at our Annual Meeting of Stockholders held on June 11, 2013, which are described in detail in our proxy statement filed with the Securities and Exchange Commission on May 7, 2013, are as follows:

1. Election of six directors to hold office until our 2014 annual meeting of stockholders:
 
CLASS A COMMON STOCK
 
 
NUMBER OF
SHARES
FOR
% OF
SHARES
 VOTED
NUMBER OF
SHARES
WITHHELD
% OF
SHARES
 VOTED
 
 
 
 
 
Karl F. Lopker
443,947
88.91%
55,371
11.09%
 
 
 
 
 
Pamela M. Lopker
439,848
88.09%
59,470
11.91%
 
 
 
 
 
Scott J. Adelson
494,080
98.95%
5,238
1.05%
 
 
 
 
 
Thomas J. O’Malia
490,369
98.21%
8,949
1.79%
 
 
 
 
 
Lee D. Roberts
490,369
98.21%
8,949
1.79%
 
 
 
 
 
Peter R. van Cuylenburg
489,702
98.07%
9,616
1.93%
 
CLASS B COMMON STOCK
 
 
NUMBER OF
SHARES
FOR
% OF
SHARES
 VOTED
NUMBER OF
 SHARES
WITHHELD
% OF
SHARES
VOTED
 
 
 
 
 
Karl F. Lopker
2,329,824
91.50%
216,365
8.50%
 
 
 
 
 
Pamela M. Lopker
2,330,304
91.52%
215,885
8.48%
 
 
 
 
 
Scott J. Adelson
2,527,277
99.26%
18,912
0.74%
 
 
 
 
 
Thomas J. O’Malia
2,525,352
99.18%
20,837
0.82%
 
 
 
 
 
Lee D. Roberts
2,525,452
99.19%
20,737
0.81%
 
 
 
 
 
Peter R. van Cuylenburg
2,525,112
99.17%
21,077
0.83%

2. Advisory vote to approve the compensation paid to our Named Executives:
 
CLASS A COMMON STOCK
 
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
 
 
 
 
 
Total Voted
494,927
3,779
612
--
% of Voted
99.12%
0.75%
0.12%
 
CLASS B COMMON STOCK
 
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
 
 
 
 
 
Total Voted
2,532,357
10,712
3,120
--
% of Voted
99.45%
0.42%
0.12%
 

3. Advisory vote to approve the frequency of holding an advisory stockholder vote on the compensation paid to our Named Executives:
 
CLASS A COMMON STOCK
 
 
EVERY ONE
YEAR
EVERY TWO
YEARS
EVERY THREE
 YEARS
ABSTAIN
BROKER
NON-VOTES
 
 
 
 
 
 
Total Voted
468,028
13,492
16,963
835
--
% of Voted
93.73%
2.70%
3.39%
0.16%
 
 
CLASS B COMMON STOCK
 
 
EVERY ONE
YEAR
EVERY TWO
 YEARS
EVERY THREE
YEARS
ABSTAIN
BROKER
NON-VOTES
 
 
 
 
 
 
Total Voted
2,507,319
4,006
28,948
5,916
--
% of Voted
98.47%
0.15%
1.13%
0.23%
 

Signatures

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.

QAD Inc.
(Registrant)

Date: June 14, 2013
By:
/s/ Daniel Lender
 
 
Daniel Lender
 
 
Chief Financial Officer
 
 
(on behalf of the Registrant and as Principal Financial Officer)