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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: August 16, 2017
(Date of earliest event reported)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Ohio
 
000-5734
 
34-0907152
 
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer Identification No.)
of incorporation)
 
 
 
 

 
 
 
425 Walnut Street, Suite 1800, Cincinnati, Ohio
 
45202
 
(Address of principal executive offices)
 
(ZIP Code)
Registrant’s telephone number, including area code: (770) 810-7800

N/A
(Former name or former address, if changed since last report.)
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:
¨

 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨

 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨

 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨

 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 


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

The Annual Meeting of Shareholders of Agilysys, Inc. was held on August 16, 2017. The following matters were voted on.

1.    Seven Directors were elected to serve one-year terms expiring at the 2018 Annual Meeting of Shareholders. The vote results for Proposal 1 were as follows:

 
For
Withheld
Broker Non-Votes
Donald Colvin
17,801,950
118,523
4,099,677
Melvin Keating
17,647,252
273,221
4,099,677
Keith Kolerus
17,790,398
130,075
4,099,677
Jerry Jones
17,797,629
122,844
4,099,677
Michael A. Kaufman
17,254,213
666,261
4,099,677
John Mutch
17,800,754
119,720
4,099,677
Ramesh Srinivasan
17,786,900
133,573
4,099,677

2.
The Company’s executive compensation for its named executive officers was approved. The vote results for Proposal 2 were as follows:
 
For
Against
Abstain
Broker Non-Votes
17,645,439
241,904
33,130
4,099,677

3.    The appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018, was ratified. The vote results for Proposal 3 were as follows:

For
Against
Abstain
21,969,973
9,950
40,227

4.    A one-year (annual) frequency was selected as the frequency for future advisory votes on executive compensation. The vote results for Proposal 4 were as follows:

 
 
 
 
 
 
 
 
  One-year
 
Two-years
 
Three-years
 
Abstain
Broker Non-Votes
8,106,529
 
4,904
 
6,618,095
 
21,134
4,757,713



No proposal to adjourn or postpone the Annual Meeting was brought to vote, and no other business was brought before the Annual Meeting.
 
 
 

SIGNATURES
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.


 
 
 
 
 
 
AGILYSYS, INC.
  
 
 
By:
/s/ Kyle C. Badger
 
 
 
Kyle C. Badger
 
 
 
Senior Vice President, General Counsel and Secretary 

 
 
Date: August 18, 2017