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MITEK SYSTEMS INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

February 21, 2014

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 19, 2014, Mitek Systems, Inc. (the "Company") held an annual meeting of its stockholders (the "Annual Meeting"). As of January 9, 2014, the record date for the Annual Meeting, there were 30,431,192 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 26,570,841 shares of the Company's common stock were represented in person or by proxy. 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. 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 21, 2014 (the "Proxy Statement").

1. A proposal to elect the following seven directors to serve until the

Company's 2015 annual meeting of stockholders and until their respective successors have been elected and qualified: John M. Thornton, James B. DeBello, Vinton P. Cunningham, Gerald I. Farmer, Bruce E. Hansen, Alex W. "Pete" Hart and Sally B. Thornton. For Withheld Broker Non-Votes John M. Thornton 11,723,001 1,240,296 13,607,544 James B. DeBello 11,803,196 1,160,101 13,607,544 Vinton P. Cunningham 12,279,527 683,770 13,607,544 Gerald I. Farmer 11,769,189 1,194,108 13,607,544 Bruce E. Hansen 11,113,044 1,850,253 13,607,544 Alex W. "Pete" Hart 12,130,937 832,360 13,607,544 Sally B. Thornton 10,874,458 2,088,839 13,607,544

2. A proposal to approve an amendment to the Mitek Systems, Inc. 2012 Incentive

Plan to increase the number of shares of the Company's common stock available for future grant under the plan from 2,000,000 to 4,000,000. For Against Abstained Broker Non-Votes 9,431,030 3,457,010 75,256 13,607,545

3. A proposal to ratify the selection of Mayer Hoffman McCann P.C. as the

Company's independent registered public accounting firm for the fiscal year ending September 30, 2014. For Against Abstained Broker Non-Votes 23,384,827 2,939,274 246,740 0

4. A proposal to approve, on an advisory, non-binding basis, the compensation of

the Company's named executive officers as presented in the Proxy Statement. For Against Abstained Broker Non-Votes 10,234,470 2,180,186 548,640 13,607,545


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Source: Edgar Glimpses

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