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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 2, 2021
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NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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DE
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000-27038
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94-3156479
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1 Wayside Road
Burlington, MA 01803
(Address of Principal Executive Offices) (Zip Code)
(781) 565-5000
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value per share
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NUAN
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On February 2, 2021, Nuance Communications, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders cast their votes on four proposals as follows:
Proposal 1: To elect nine members of the Company’s Board of Directors:
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Director Nominee
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For
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Withheld
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Lloyd Carney
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227,010,502
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15,946,836
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Mark D. Benjamin
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242,848,153
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109,185
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Daniel Brennan
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242,846,004
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111,334
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Thomas Ebling
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242,005,291
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952,047
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Robert Finocchio
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242,843,220
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114,118
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Laura S. Kaiser
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242,002,986
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954,352
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Michal Katz
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235,901,110
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7,056,228
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Mark Laret
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229,994,083
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12,963,255
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Sanjay Vaswani
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235,333,897
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7,623,441
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Proposal 2: To approve a non-binding advisory vote on executive officer compensation:
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For
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Against
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Abstain
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Broker Non-Votes
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229,361,020
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13,362,599
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233,719
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18,293,059
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Proposal 3: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021:
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For
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Against
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Abstain
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259,471,783
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1,587,783
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190,831
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Proposal 4: To vote on a non-binding shareholder proposal that the Board of Directors take steps to adopt a shareholder right to written consent:
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For
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Against
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Abstain
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Broker Non-Votes
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78,885,850
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163,370,934
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700,554
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18,293,059
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NUANCE COMMUNICATIONS, INC.
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Date:
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February 3, 2021
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By:
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/s/ Wendy Cassity
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Wendy Cassity
Executive Vice President and
Chief Legal Officer
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