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

July 2, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

Peerless Systems Corporation (the "Company") held its Annual Meeting of Stockholders on July 1, 2014. A total of 2,138,063 shares of Common Stock, representing approximately 78% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. At the Annual Meeting, the Company's stockholders (i) elected Timothy E. Brog, Matthew R. Dickman, Jeffrey A. Hammer and Gerald A. Stein as directors of the Company, (ii) ratified the selection of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of the Company for the fiscal year ending January 31, 2015, and (iii) approved, on an advisory basis, the compensation of our named executive officers. The final results for these matters submitted were as follows:

Proposal 1: All of the nominees for director were elected to serve until the next annual meeting or until their respective successors are elected, by the votes set forth in the table below:

Director For Withhold Broker Non-Vote Timothy E. Brog 694,767 28,828 1,414,468 Matthew R. Dickman 705,417 18,178 1,414,468 Jeffrey A. Hammer 705,117 18,478 1,414,468 Gerald A. Stein 706,025 17,570 1,414,468



Proposal 2: The appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for fiscal 2015 was ratified by the stockholders, by the votes set forth in the table below:

For Against Abstain 2,099,976 21,254 16,833



Proposal 3: The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement, by the votes set forth in the table below:

For Against Abstain Broker Non-Vote

589,673 120,272 13,650 1,414,468


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Source: Edgar Glimpses


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