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AUTOBYTEL INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 23, 2014

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Autobytel Inc. 2014 Annual Meeting of Stockholders held June 19, 2014 ("Annual Meeting"), the stockholders of Autobytel Inc., a Delaware corporation ("Company" or "Autobytel"), approved the Autobytel Inc. 2014 Equity Incentive Plan ("Plan"). The total number of shares of the Company's Common Stock that may be issued under the Plan, subject to certain adjustment provisions, is 1,500,000 shares. The Company may grant options, SARs, restricted stock awards, restricted stock unit awards and performance awards under the Plan. Options granted to Company employees or employees of any Company subsidiary may be either "incentive stock options," as defined in Section 422 of the Internal Revenue Code of 1986, or nonstatutory stock options. Awards may be granted under the Plan to any employee or officer of Autobytel or its subsidiaries, consultant or advisor (subject to meeting conditions specified in the Plan) who is a natural person and provides services to the Company or a subsidiary, and non-employee member of the Board of Directors. The Board of Directors adopted the Plan on April 14, 2014, conditioned upon approval by the Company's stockholders at the Annual Meeting.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the summary contained in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2014 in connection with the Annual Meeting and by the full text of the Plan which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

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

The Company's Annual Meeting was held on June 19, 2014. Set forth below are brief descriptions of each of the four proposals voted upon by stockholders at the Annual Meeting and the final voting results for each such proposal.

Proposal 1. Election of two Class I Directors of the Company to hold office until the 2017 Annual Meeting of Stockholders and until the election and qualification of such directors' successors.

Director Nominees For Authority Withheld Broker Non-Votes Jeffrey H. Coats 5,038,967 70,725 2,566,916 Jeffrey M. Stibel 4,679,438 430,254 2,566,916 Proposal 2. Approval of the Autobytel Inc. 2014 Equity Incentive Plan. For Against Abstain Broker Non-Votes 4,037,219 1,029,000 43,473 2,566,916 -2-


Proposal 3. Approval of an extension of, and amendments to, the Autobytel Inc. Tax Benefit Preservation Plan.

For Against Abstain Broker Non-Votes 4,880,717 188,505 40,470 2,566,916

Proposal 4. Ratification of the appointment of Moss Adams LLP as independent registered public accounting firm for 2014.

For Against Abstain Broker Non-Votes 7,586,428 8,395 81,785


Item 9.01 Financial Statements and Exhibits

(d) Exhibits 10.1 Autobytel Inc. 2014 Equity Incentive Plan -3-


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Source: Edgar Glimpses

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