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

May 16, 2014



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

On May 14, 2014, Marin Software Incorporated (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter and with respect to the election of directors were as indicated:

(1) Holders of the Company's common stock voted to elect two Class I directors, each to serve for a three-year term expiring at the 2017 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until his or her earlier resignation or removal as follows:

Name For Withheld Broker Non-Votes Paul R. Auvil III 19,587,973 281,764 5,408,804 L. Gordon Crovitz 19,796,647 73,090 5,408,804



(2) Holders of the Company's common stock voted to ratify the appointment of PricewaterhouseCoopers LLP as its principal independent registered public accounting firm for the fiscal year ending December 31, 2014 as follows:

Shares voted in favor: 25,229,462 Shares voted against: 44,483 Shares abstaining: 4,596 Broker non-votes 0



(3) Holders of the Company's common stock voted to re-approve the Internal Revenue Code Section 162(m) limits of the Company's 2013 Equity Incentive Plan to preserve the Company's ability to receive corporate income tax deductions that may become available pursuant to Section 162(m) as follows:

Shares voted in favor: 15,188,235 Shares voted against: 4,410,026 Shares abstaining: 271,476 Broker non-votes: 5,408,804



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Source: Edgar Glimpses


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