0001299933-13-001962.txt : 20131107 0001299933-13-001962.hdr.sgml : 20131107 20131107084450 ACCESSION NUMBER: 0001299933-13-001962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131106 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20131107 DATE AS OF CHANGE: 20131107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAND WORLDWIDE INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31265 FILM NUMBER: 131198603 BUSINESS ADDRESS: STREET 1: 161 WORCESTER ROAD STREET 2: SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-663-1400 MAIL ADDRESS: STREET 1: 161 WORCESTER ROAD STREET 2: SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: AVATECH SOLUTIONS INC DATE OF NAME CHANGE: 20021121 FORMER COMPANY: FORMER CONFORMED NAME: PLANETCAD INC DATE OF NAME CHANGE: 20001117 FORMER COMPANY: FORMER CONFORMED NAME: SPATIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19960708 8-K 1 htm_48783.htm LIVE FILING Rand Worldwide, Inc. (Form: 8-K)  

 

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):   November 6, 2013

Rand Worldwide, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-31265 84-1035353
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
161 Worcester Road, Suite 401, Framingham, Massachusetts   01701
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (508) 663-1400

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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.

(a) and (b) Voting Results.

At the annual meeting of stockholders of Rand Worldwide, Inc. (the “Company”) held on November 6, 2013, the stockholders voted on: (i) the election of six director nominees (Proposal 1); (ii) the adoption of a non-binding advisory resolution approving the compensation paid to the Company’s named executive officers (Proposal 2); and (iii) the frequency (every one, two or three years) of future stockholder advisory votes on the compensation of the named executive officers (non-binding advisory vote) (Proposal 3). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

Proposal 1 – to elect six individuals to serve as directors of the Company until the 2014 annual meeting of stockholders:

                                 
Director Nominee   For   Withheld   Abstain   Broker Non-Votes
Richard A. Charpie
     47,899,947       155,473       0       0  
Marc L. Dulude
     47,899,001       156,419       0       0  
Peter H. Kamin
     48,047,400       8,020       0       0  
Manu Parpia
     48,046,760       8,660       0       0  
Lawrence Rychlak
     47,899,047       156,373       0       0  
Charles D. Yie
     47,898,407       157,013       0       0  

Proposal 2 – to adopt a non-binding advisory resolution approving the compensation paid to the Company’s named executive officers:

                         
For   Against   Abstain   Broker Non-Votes
47,872,956
    149,806       32,658       0  

Proposal 3 – to recommend, by non-binding advisory vote, the frequency (every one, two or three years) of future non-binding advisory votes on the compensation paid to the Company’s named executive officers:

                                 
One Year   Two Years   Three Years   Abstain   Broker Non-Votes
2,224,864
    6,035       45,750,426       0       0  

(d) Frequency of Future Say-on-Pay Votes.

After considering the voting results with respect to Proposal 3 discussed above, the Company’s Board of Directors has decided that the stockholder advisory vote to approve the compensation paid to the Company’s named executive officers will be held every three years, commencing with the Company’s 2016 annual meeting of stockholders, and continuing thereafter until such time that the frequency vote is next presented to stockholders or until the Board of Directors determines otherwise.

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.

         
    Rand Worldwide, Inc.
          
November 7, 2013   By:   Lawrence Rychlak
       
        Name: Lawrence Rychlak
        Title: President and Chief Financial Officer