Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The following is a brief description of the terms and conditions of the Amended Plan. The following description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which was attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on
The purpose of the Amended Plan is to enhance the Company's long-term shareholder value by offering opportunities to selected individuals to participate in its growth and success, enabling it to attract and retain the services of well-qualified individuals. Employees, non-employee directors, consultants, agents, advisors and independent contractors of the Company and of the Company's related companies are eligible to receive awards under the Amended Plan. At
The Amended Plan authorizes the issuance of up to 3,500,000 shares of common stock, which consists of authorized and unissued shares. Shares may be issued under the Amended Plan pursuant to awards of stock options, stock appreciation rights, stock awards, restricted stock and stock units, performance shares and units and other stock- or cash-based awards. The Committee administers the Amended Plan, which includes determining the types and amounts of awards, and to whom awards will be granted. The Committee may grant awards under the Amended Plan that are subject to the attainment of performance goals relating to one or a combination of business criteria for purposes of qualifying the awards under Section 162(m) of the Internal Revenue Code of 1986, as amended.
In general, awards granted under the Amended Plan will become fully vested and no longer subject to forfeiture on a change in control of the Company. The Amended Plan will terminate on
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting of Shareholders on
(b) At the Annual Meeting, 7,171,711 shares were represented to vote either in person or by proxy, or 95.77% of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors.
Bruce Davis, William J. Miller, James T. Richardson, Peter W. Smithand Bernard Whitneywere elected as directors for a term of one year. The voting for each director was as follows: Broker Non- For Withheld votes Bruce Davis 3,732,567 81,422 3,357,722 William J. Miller 3,671,043 142,946 3,357,722 James T. Richardson 3,704,530 109,459 3,357,722 Peter W. Smith 3,719,764 94,225 3,357,722 Bernard Whitney 3,680,862 133,127 3,357,722
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Proposal 3: Advisory Vote to Approve Executive Compensation.
The compensation paid to the Company's executive officers, as disclosed pursuant to Item 402 of Regulation S-K, was approved with 3,191,964 in favor, 562,687 votes against, 59,338 abstentions and 3,357,722 broker non-votes.
Proposal 4:Approval of the
Digimarc Corporation2008 Incentive Plan, As Amended.
The amendment to increase the number of shares subject to the