0001140361-13-023440.txt : 20130530 0001140361-13-023440.hdr.sgml : 20130530 20130530171054 ACCESSION NUMBER: 0001140361-13-023440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130529 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130530 DATE AS OF CHANGE: 20130530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIRECT INSITE CORP CENTRAL INDEX KEY: 0000879703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112895590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 13882582 BUSINESS ADDRESS: STREET 1: 13450 WEST SUNRISE BOULEVARD STREET 2: SUITE 510 CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 631-873-2900 MAIL ADDRESS: STREET 1: 13450 WEST SUNRISE BOULEVARD STREET 2: SUITE 510 CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER CONCEPTS CORP /DE DATE OF NAME CHANGE: 19930328 8-K 1 form8k.htm DIRECT INSITE CORP 8-K 5-29-2013 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 29, 2013
 
 
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.)

500 East Broward Boulevard, Suite 1550,
Fort Lauderdale, Florida
  
 
33394
(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
 
On May 29, 2013, Direct Insite Corp. (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, shareholders of record on April 8, 2013 were entitled to vote 12,338,469 shares of the Company’s common stock (the “Common Stock”).  A total of 10,311,744 shares of Common Stock (83.57% of all shares entitled to vote at the Annual Meeting) were represented at the Annual Meeting in person or by proxy.
 
At the Annual Meeting, the shareholders of the Company (i) elected three Class II director nominees to hold office until the 2016 Annual Meeting of Shareholders and until their successors are elected and qualified or until their earlier resignation or removal, (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ended December 31, 2013, (iii) approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers, and (iv) approved every three years in an advisory, non-binding resolution as the frequency of the advisory vote on the compensation of the Company’s named executive officers.  Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
 
Election of Directors
 
The shareholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors.  The voting results were as follows:
 
Name of Nominee
  
Votes For
    
Votes
Withheld
    
Abstentions
    
Broker Non-
Votes
  
Thomas C. Lund
     7,276,579       2,129       0       3,033,036  
John J. Murabito
     7,276,977       1,731       0       3,033,036  
Matthew E. Oakes
     7,273,783       4,925       0       3,033,036  

Ratification of Appointment of Independent Registered Public Accountants
 
The shareholders of the Company ratified the appointment of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ended December 31, 2013.  The voting results were as follows:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
  
10,286,972
  
2,533
  
22,239
  
0
  

Advisory Vote on Executive Compensation

The shareholders of the Company approved an advisory resolution regarding the compensation of the Company’s named executive officers by a non-binding vote.  The voting results were as follows:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
  
7,124,098
  
87,291
  
67,319
  
3,033,036
  

Advisory Vote on the Frequency of Votes on Executive Compensation
 
The shareholders of the Company approved the holding of advisory votes on executive compensation every three years by a non-binding vote.  The voting results were as follows:
 
Every Year
  
Every Two
Years
  
Every Three
Years
  
Abstentions
  
Broker Non-Votes
  
1,077,635
  
2,113
  
6,190,469
  
8,491
  
3,033,036
  

 
 
 
 
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/ Jeff Yesner
  
 
Jeff Yesner
  
 
Chief Financial Officer
  
     
Dated:     May 30, 2013