8-K 1 mitk-20190307x8k.htm 8-K Document


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): March 6, 2019

____________________
MITEK SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
____________________
 
Delaware
001-35231
87-0418827
(State or other jurisdiction
of incorporation)
(Commission file number)
(I.R.S. Employer
Identification No.)
600 B. Street, Suite 100, San Diego, California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
N/A
(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))

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.






Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 6, 2019, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 18, 2019, the record date for the Annual Meeting, there were 38,728,441 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 32,239,073 shares of the Company’s common stock were represented in person or by proxy. These proposals are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 28, 2019 (the “Proxy Statement”). Each proposal was approved by our stockholders at the Annual Meeting, other than the proposal to approve the amendment to and restatement of our 2012 Stock Incentive Plan, which proposal was not approved. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter.

1.
The Company’s stockholders elected each of the following seven directors to serve until the Company’s 2020 annual meeting of stockholders and until their respective successors have been elected and qualified: Scipio “Max” Carnecchia, William K. “Bill” Aulet, Jane J. Thompson, James C. Hale, Bruce E. Hansen, Alex W. “Pete” Hart, and Kenneth D. Denman.
 
 
For
 
Withheld
 
Broker Non-Votes
Scipio “Max” Carnecchia
 
17,092,558

 
2,193,832

 
12,952,683

William K. “Bill” Aulet
 
17,411,238

 
1,875,152

 
12,952,683

Jane J. Thompson
 
15,168,173

 
4,118,217

 
12,952,683

James C. Hale
 
14,643,505

 
4,642,885

 
12,952,683

Bruce E. Hansen
 
17,092,724

 
2,193,666

 
12,952,683

Alex W. “Pete” Hart
 
14,955,070

 
4,331,320

 
12,952,683

Kenneth D. Denman
 
17,239,424

 
2,046,966

 
12,952,683


2.
The Company’s stockholders did not approve the amendment to and restatement of our 2012 Stock Incentive Plan.
For
 
Against
 
Abstained
 
Broker Non-Votes
9,347,402

 
9,504,244

 
434,742

 
12,952,685



3.
The Company’s stockholders ratified the adoption of our Section 382 Tax Benefits Preservation Plan.
For
 
Against
 
Abstained
 
Broker Non-Votes
14,022,012

 
4,896,836

 
367,541

 
12,952,684



4.
The Company’s stockholders ratified the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019.
For
 
Against
 
Abstained
 
Broker Non-Votes
31,372,695

 
492,117

 
374,261

 


5.
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.
For
 
Against
 
Abstained
 
Broker Non-Votes
16,845,410

 
1,935,763

 
505,215

 
12,952,685








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.
 
 
 
Mitek Systems, Inc.
 
 
 
 
March 8, 2019
 
By:
/s/ Jeffrey C. Davison
 
 
 
Jeffrey C. Davison
 
 
 
Chief Financial Officer