8-K 1 form8k.htm DIRECT INSITE CORP 8-K 5-21-2012 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):  May 21, 2012
 
 
DIRECT INSITE CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware
0-20660
11-2895590
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

13450 West Sunrise Boulevard, Suite 510,
 
 
Sunrise, Florida   33323
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:  (631) 873-2900
 
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.
 
At the 2012 annual meeting of stockholders of Direct Insite Corp. (the “Company”) held on May 21, 2012, the stockholders approved the proposals listed below. The proposals are described in detail in the Proxy Statement filed with the SEC on April 11, 2012. The results of the matters voted upon at the meeting were:
 
(1) 
The four nominated directors were elected, having received the following votes:
 
Name
  
Votes For
  
Votes Withheld
James A. Cannavino
  
6,794,253
  
560,068
Philip Summe
   7,028,011  
326,310
Matthew E. Oakes
  
7,206,375
  
147,946
Paul Lisiak
  
7,027,996
  
326,325
 
There were 2,959,526 broker non-votes as to this proposal.  James Cannavino and Philip Summe were elected as Class I directors, whose terms expire in 2015. Matthew E. Oakes was elected as a Class II director, whose term expires in 2013.  Paul Lisiak was elected as a Class III director, whose term expires in 2014.
 
(2)           The proposal to ratify the appointment of Marcum, LLP as the Company’s independent registered public accountants for the year ending December 31, 2012, was approved as follows:
 
Votes For
  
Votes Against
  
Votes Abstain
10,139,692
  
173,232
  
923

Item 8.01
Other Events.
 
On May 21, 2012, at a meeting of the Board of Directors following the Company’s annual meeting of stockholders, the Board appointed Philip Summe as Chairman effective May 21, 2012.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Direct Insite Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  DIRECT INSITE CORP.  
     
 
/s/ Matthew E. Oakes
  
 
Matthew E. Oakes
  
 
Chief Executive Officer
  
     
Dated: May 24, 2012