0001140361-13-038059.txt : 20131007 0001140361-13-038059.hdr.sgml : 20131007 20131007164838 ACCESSION NUMBER: 0001140361-13-038059 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130611 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20131007 DATE AS OF CHANGE: 20131007 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 131139589 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/A 1 form8ka.htm QAD INC 8-K A 6-11-2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

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))
 
EXPLANATORY NOTE

On June 14, 2013, QAD Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the voting results of the Annual Meeting of Shareholders held on June 11, 2013, including, among other matters, a shareholder advisory vote on the frequency of the advisory shareholder vote on executive compensation (“Say-On-Pay vote”). This Form 8-K/A is being filed as an amendment to the Original Report to disclose the Company’s decision as to how frequently it will hold an advisory Say-On-Pay vote.

Item 5.07 Submission of Matters to a Vote of Security Holders.

In connection with the Annual Meeting of Shareholders of QAD Inc., the shareholders of the Company cast an advisory vote on whether the advisory shareholder Say-On-Pay vote should occur every 1, 2 or 3 years. The results of the shareholder vote on the frequency of the advisory Say-On-Pay vote were as follows:

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
%
        

In light of the results of such shareholder vote, on June 11, 2013, the Board of Directors of the Company adopted a resolution to hold an advisory shareholder Say-On-Pay vote on an annual basis.
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: October 7, 2013
By: 
/s/ Daniel Lender
 
 
Daniel Lender
 
 
Chief Financial Officer
 
 
(on behalf of the Registrant and as
 
 
Principal Financial Officer)