0000727634-11-000020.txt : 20110726 0000727634-11-000020.hdr.sgml : 20110726 20110726141047 ACCESSION NUMBER: 0000727634-11-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110714 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110726 DATE AS OF CHANGE: 20110726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATION INTELLIGENCE CORP CENTRAL INDEX KEY: 0000727634 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942790442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 11986947 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6508027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 8-K 1 frm8k_vote7142011.htm SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS frm8k_vote7142011.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):  July 14, 2011
 
Communication Intelligence Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-19301
  
94-2790442
(State or other
  
(Commission File Number)
  
(I.R.S. Employer
jurisdiction of
      
Identification No.)
incorporation)
        
 
 
275 Shoreline Drive, Suite 500
Redwood Shores, CA 94065
(Address of principal executive offices)
 
(650) 802-7888
Registrant’s telephone number, including area code


 (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 July 14, 2011, Communication Intelligence Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders voted upon (i) the election of five directors, (ii) a proposal to approve the Company’s 2011 Stock Compensation Plan, (iii) ratification of the appointment of PMB Helin Donovan, LLP as the Company's independent auditors for the year ending December 31, 2011. The stockholders elected each of the director nominees, approved the Company’s 2011 Stock Compensation Plan, and approved the ratification of the appointment of PMB Helin Donovan LLP as the Company's independent auditors for the fiscal year ending December 31, 2011.

As of May 17, 2011, the record date for the 2011 Annual Meeting, the Company had 191,228,541 shares of Common Stock outstanding, 829,355 shares of Series A-1 Cumulative Convertible Preferred Stock (“Series A-1 Preferred Stock”) outstanding, 8,587,187 shares of Series B Participating Convertible Preferred Stock (“Series B Preferred Stock”) outstanding, and 3,163,172 shares of Series C Participating Convertible Preferred Stock (“Series C Preferred Stock”) outstanding.  Shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have no separate vote by class except as provided under the provisions of the Company’s Certificate of Incorporation or as required by applicable law, and instead vote with the holders of Common Stock on an as-converted basis. As of the record date, each share of Series A-1 Preferred Stock was convertible into 7.1429 shares of Common Stock, each share of Series B Preferred Stock was convertible into 23.0947 shares of Common Stock and each share of Series C Preferred Stock was convertible into 44.4444 shares of Common Stock. Accordingly, as of the record date, the 829,355 outstanding shares of Series A-1 Preferred Stock were convertible into 5,924,000 shares of Common Stock, the 8,587,187 outstanding shares of Series B Preferred Stock were convertible into 198,318,508 shares of Common Stock, and the 3,163,172 outstanding shares of Series C Preferred Stock were convertible into 140,585,422 shares of Common Stock. Thus, the holders of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were entitled to 5,924,000, 198,318,508, and 140,585,422 votes, respectively, for their shares of Preferred Stock.  Shares of Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock representing an aggregate of 393,783,699 votes on an as-converted basis, or 73.45%, were voted in person or by proxy at the 2011 Annual Meeting.

With the exception of the election of directors Philip Sassower, Andrea Goren and Francis Elenio to the Company’s Board of Directors, who are elected only by the holders of the Company’s Series B Preferred Stock and Series C Preferred Stock under the provisions of the Company’s Certificate of Incorporation, all matters voted on by the Company’s stockholders at the Company’s 2011 Annual Meeting were voted on by the holder’s of the Company’s Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock voting together on an as-converted basis.  The table below sets forth information regarding the results of the voting at the 2011 Annual Meeting.

Proposal 1:  Election of Directors

The stockholders voted to elect the following individuals as directors for a one-year term as follows (shares of Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock presented together on an as-converted basis):
 
Nominees
For
Withheld
Broker Non-Votes
       
Mr. Kurt Amundson
313,912,046
1,114,760
78,756,893
       
Mr. David Welch
312,216,539
2,810,267
78,756,893
 
The stockholders voted to elect the following individuals as directors for a one-year term as follows (shares of Series B Preferred Stock and Series C Preferred Stock presented together on an as-converted basis):
 
Mr. Philip Sassower
220,968,588
0
0
       
Mr. Andrea Goren
220,968,588
0
0
       
Mr. Francis Elenio
220,968,588
0
0


 
 
 
Proposal 2:  Approval of the Company’s 2011 Stock Compensation Plan

The stockholders voted to approve the Company’s 2011 Stock Compensation Plan as follows (shares of Common Stock and shares of Series A-1 Preferred Stock presented on an as-converted basis):

For
Against
Abstain
Broker Non-Votes
       
311,784,726
2,954,586
287,494
78,756,893


 
Proposal 3:  Ratification of Auditors

The stockholders ratified the appointment of PMB Helin Donovan, LLP as the Company's independent auditors for the year ending December 31, 2011 (shares of Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock presented together on an as-converted basis):

For
Against
Abstain
     
392,228,374
1,382,500
172,825




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 hereunto duly authorized.
 
 
Communication Intelligence Corporation
   
 
By:
/s/ Andrea Goren
  
     
   
Andrea Goren
   
Acting Chief Financial Officer