Current Report Filing (8-k)
13 June 2017 - 4:55AM
Edgar (US Regulatory)
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): June 8, 2017
INNODATA INC.
(Exact name of registrant as specified in
its charter)
Delaware
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0-22196
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13-3475943
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation)
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Identification No.)
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55 Challenger Road
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07660
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Ridgefield Park, NJ 07660
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(Zip Code)
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(Address of principal executive offices)
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Registrant's telephone number,
including area code
(201) 371-8000
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(Former name or former address, if changed since last report)
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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:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a)
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Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 8, 2017.
At the Annual Meeting of Stockholders the Company’s Stockholders (1) elected all seven of the Company’s nominees for
director; (2) approved the appointment of CohnReznick LLP to serve as the Company’s independent auditors for the fiscal year
ending December 31, 2017; (3) approved on an advisory basis the compensation of the Company’s named executive officers; and
(4) approved on an advisory basis holding future advisory votes on the compensation of the Company’s named executive officers
every one year.
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(b)
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The following matters set forth in the Company’s Proxy Statement dated April 26, 2017 were
voted upon with the results indicated below:
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Proposal #1- Election of Directors:
Name
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For
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Withheld
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Broker Non-Votes
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Jack S. Abuhoff
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9,792,602
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1,173,166
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5,514,367
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Haig S. Bagerdjian
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7,648,604
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3,317,164
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5,514,367
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Louise C. Forlenza
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9,789,502
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1,176,266
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5,514,367
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Stewart R. Massey
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9,802,802
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1,162,966
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5,514,367
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Michael J. Opat
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10,050,787
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914,981
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5,514,367
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Anthea C. Stratigos
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9,794,602
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1,171,166
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5,514,367
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Andargachew S. Zelleke
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9,788,502
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1,177,266
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5,514,367
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Proposal #2- Ratification of the selection and appointment of
CohnReznick LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017:
For
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Against
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Abstain
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15,867,580
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601,221
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11,334
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Proposal #3- Approval, on an advisory basis, of the compensation
of the Company’s named executive officers:
For
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Against
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Abstain
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Broker Non-Votes
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6,566,403
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3,544,945
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854,420
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5,514,367
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Proposal #4- Advisory vote on the frequency of holding future
advisory votes on executive compensation:
One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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9,296,428
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87,036
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1,339,602
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242,702
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5,514,367
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(d)
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Based on the results set forth in Proposal #4 above,
which is consistent with the recommendation of the Company’s Board of Directors, the Board of Directors has determined that
future advisory votes on the compensation of the Company’s named executive officers will take place on an annual basis until
the next required vote on the frequency of shareholder votes on the compensation of the named executive officers.
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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
thereunto duly authorized.
Date: June 12, 2017
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By:
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/s/ Amy R. Agress
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Amy R. Agress
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Senior Vice President and
General Counsel
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