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
May 5, 2014
Date of Report (Date of earliest event reported)
MONOTYPE IMAGING HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33612 | 20-3289482 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
500 Unicorn Park Drive
Woburn, Massachusetts 01801
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code: (781) 970-6000
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 (see General Instruction A.2. below):
¨ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2014 annual meeting of stockholders of Monotype Imaging Holdings Inc. (the Company), which was held on May 5, 2014 (the Annual Meeting), the Companys stockholders approved an amendment and restatement of the Companys Amended and Restated 2007 Stock Option and Incentive Plan (the Plan) to increase the aggregate number of shares authorized for issuance under the Plan by 3,000,000 shares to 9,383,560 shares of Common Stock and to modify certain provisions of the Plan (as amended and in effect, the Second Amended and Restated Plan). The Companys executive officers, employees, non-employee directors and other key persons are eligible to receive awards under the Second Amended and Restated Plan, including stock options and restricted stock units, in accordance with the terms and conditions of the Second Amended and Restated Plan. The above description of the Second Amended and Restated Plan is a summary and is qualified in its entirety by the Second Amended and Restated Plan itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Companys stockholders also voted on the following matters, which are described in detail in the Companys Proxy Statement filed with the Securities and Exchange Commission on April 7, 2014: (i) to elect Robert L. Lentz, Douglas J. Shaw and Peter J. Simone (collectively, the Nominees) as Class II directors of the Company to serve until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal (Proposal 1); (ii) to hold an advisory vote on the Companys executive compensation (Proposal 2); (iii) to approve the Second Amended and Restated Plan (Proposal 3) and (iv) to ratify the audit committees appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2014 (Proposal 4). The result of the voting at the Annual Meeting is as follows:
Proposal 1. Election of Directors
For | Against | Withheld | Broker Non-Votes | |||||||||||||
Robert L. Lentz |
35,908,803 | 0 | 118,603 | 1,899,410 | ||||||||||||
Douglas J. Shaw |
35,910,982 | 0 | 116,424 | 1,899,410 | ||||||||||||
Peter J. Simone |
35,906,930 | 0 | 120,476 | 1,899,410 |
Proposal 2. Advisory Vote on Executive Compensation
For |
Against |
Abstain |
Broker Non-Votes | |||
34,905,628 | 1,073,791 | 47,987 | 1,899,410 |
Proposal 3. Approval of the Second Amended and Restated Plan
For |
Against |
Abstain |
Broker Non-Votes | |||
34,875,562 | 1,134,038 | 17,806 | 1,899,410 |
Proposal 4. Ratification of Independent Registered Public Accounting Firm
For |
Against |
Abstain |
Broker Non-Votes | |||
37,845,475 | 62,132 | 19,209 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description | |
10.1 | Monotype Imaging Holdings Inc. Second Amended and Restated 2007 Stock Option and Incentive Plan.(1) |
(1) | Incorporated by reference to the Companys Registration Statement on Form S-8 (File No. 333-195732), filed with the Securities and Exchange Commission on May 6, 2014. |
* * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
MONOTYPE IMAGING HOLDINGS INC. | ||||||
May 6, 2014 | By: | /s/ Douglas J. Shaw | ||||
Douglas J. Shaw | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Monotype Imaging Holdings Inc. Second Amended and Restated 2007 Stock Option and Incentive Plan.(1) |
(1) | Incorporated by reference to the Companys Registration Statement on Form S-8 (File No. 333-195732), filed with the Securities and Exchange Commission on May 6, 2014. |