0001140361-12-038938.txt : 20120830 0001140361-12-038938.hdr.sgml : 20120830 20120830171653 ACCESSION NUMBER: 0001140361-12-038938 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120828 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120830 DATE AS OF CHANGE: 20120830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUWARE CORP CENTRAL INDEX KEY: 0000859014 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 382007430 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20900 FILM NUMBER: 121066541 BUSINESS ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 BUSINESS PHONE: 3132277300 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 FORMER COMPANY: FORMER CONFORMED NAME: COMPUWARE CORPORATION DATE OF NAME CHANGE: 19940506 8-K 1 form8k.htm COMPUWARE CORP 8-K 8-28-2012 form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  August 28, 2012

Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-20900

Michigan
  
38-2007430
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
One Campus Martius, Detroit, Michigan
  
48226-5099
(Address of Principal Executive Offices)
  
(Zip Code)

(Registrant’s telephone number, including area code): (313) 227-7300
 
 
 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.

The Annual Meeting of Shareholders was held on August 28, 2012 at the Company’s headquarters.

The first matter voted upon at the meeting was the election of directors.  Each of the nominees was elected to hold office for one year until the 2013 Annual Meeting of Shareholders or until their successors are elected and qualified.  The results of the voting at the meeting are as follows:

DIRECTOR NOMINEE
  
FOR
  
WITHHELD
  
NON VOTE
Dennis W. Archer
  
173,860,504
  
5,161,074
  
18,342,387
Gurminder S. Bedi
  
173,377,949
  
5,643,629
  
18,342,387
William O. Grabe
  
172,091,807
  
6,929,771
  
18,342,387
Frederick A. Henderson
  
175,069,727
  
3,951,852
  
18,342,387
Peter Karmanos, Jr.
  
172,604,970
  
6,416,608
  
18,342,387
Faye Alexander Nelson
  
173,736,398
  
5,285,180
  
18,342,387
Robert C. Paul
  
173,680,818
  
5,340,760
  
18,342,387
Glenda D. Price
  
175,055,655
  
3,965,924
  
18,342,387
W. James Prowse
  
173,707,100
  
5,314,479
  
18,342,387
G. Scott Romney
  
166,986,051
  
12,035,528
  
18,342,387
Ralph J. Szygenda
  
173,961,544
  
5,060,034
  
18,342,387

The second matter voted upon was the ratification of the appointment of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to audit our consolidated financial statements for the fiscal year ending March 31, 2013. Total votes for – 191,904,099, against – 3,558,268, abstained – 1,901,598, and broker non-votes – 0.

The third matter voted upon was the approval of a non-binding proposal to ratify the Rights Agreement, dated October 25, 2000, as amended on March 9, 2012.  Total votes for – 123,945,891, against – 54,469,499, abstained – 606,187, and broker non-votes – 18,342,387.

The fourth matter voted upon was a proposal to approve the amendment to the Restated Articles of Incorporation to adopt a majority vote standard for the election of directors. Total votes for – 178,403,870, against – 139,981, abstained – 477,727, and broker non-votes – 18,342,387.

The fifth matter voted upon was the approval of a non-binding proposal to approve the compensation of the Company’s named executive officers. Total votes for – 154,336,523, against – 24,044,916, abstained – 640,139, and broker non-votes – 18,342,387.

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.

  COMPUWARE CORPORATION  
       
Date: August 30, 2012
By:
/s/ Laura L. Fournier
  
   
Laura L. Fournier
  
   
Executive Vice President
  
   
Chief Financial Officer