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VASCO DATA SECURITY INTERNATIONAL INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 19, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

The 2014 Annual Meeting of Stockholders VASCO Data Security International, Inc. (the "Company") was held June 18, 2014.

The shareholders of the Company voted on the following items at the Annual Meeting: 1. To elect five directors to serve on the Board of Directors for terms expiring in 2015; 2. To hold an advisory vote on executive compensation; 3. To reapprove the VASCO Data Security International, Inc. Executive Incentive Compensation Plan, (the "Annual Incentive Plan"); 4. To reapprove the VASCO Data Security International, Inc. 2009 Equity Incentive Plan (the "2009 Equity Plan"); and 5. To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.



Votes regarding the election of the director nominees were as follows:

Shares Voted in Shares Withholding Broker Favor of Authority Non-Votes T. Kendall Hunt 18,573,922 196,541 5,252,675 Michael P. Cullinane 18,396,276 374,187 5,252,675 John N. Fox, Jr. 18,408,134 362,329 5,252,675 Jean K. Holley 17,234,007 1,536,456 5,252,675 Matthew Moog 18,408,599 361,864 5,252,675



Based on the votes set forth above, the director nominees were duly elected.

The proposal to approve, on an advisory basis, the overall compensation of the Company's named executive officers received the following votes:

Shares Voted Shares Voted Broker For Against Abstentions Non-Votes 17,809,640 928,223 32,600 5,252,675



Based on the votes set forth above, the overall compensation of the Company's named executive officers was approved.

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The proposal to reapprove the Annual Incentive Plan received the following votes: Shares Voted Shares Voted Broker For Against Abstentions Non-Votes 18,507,160 217,637 45,666 5,252,675



Based on the votes set forth above, the proposal to reapprove the Annual Incentive Plan was approved.

The proposal to reapprove the 2009 Equity Plan received the following votes:

Shares Voted Shares Voted Broker For Against Abstentions Non-Votes 17,489,756 1,236,731 43,976 5,252,675



Based on the votes set forth above, the proposal to reapprove the 2009 Equity Plan was approved.

The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 received the following votes: Shares Voted Shares Voted Broker For Against Abstentions Non-Votes 23,902,739 80,991 39,408 0



Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was duly ratified.

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Source: Edgar Glimpses


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