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:  November 12, 2014

(Date of earliest event reported)

 

eGAIN CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35314

 

77-0466366

(State or other jurisdiction of

(Commission File Number)

(I.R.S. employer

incorporation or organization)

 

identification number)

 

1252 Borregas Avenue, Sunnyvale, California 94089
(Address of principal executive offices, including zip code)

 

(408) 636-4500
(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

o

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

o

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

o

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

o

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 Security Holders.

At the Annual Meeting of Stockholders of eGain Corporation (the “Company”), held on November 7, 2014, the following actions were taken:

1.The following Directors were elected:

 

 

For

Withheld

Broker

Non-Votes

Ashutosh Roy

9,957,866

1,109,844

11,822,700

Gunjan Sinha

8,981,648

2,086,062

11,822,700

David S. Scott

10,091,066

976,644

11,822,700

Phiroz P. Darukhanavala

10,090,680

977,030

11,822,700

 

 

2.On the resolution for the ratification of the amendment and restatement of the 2005 Stock Incentive Plan to increase the number of shares of common stock reserved for issuance, as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, the result of the voting was as follows:

 

For

Against

Abstain

8,375,985

2,688,743

2,982

 

3. On the resolution for the ratification of the 2005 Management Stock Option Plan, as amended, as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, the result of the voting was as follows:

 

For

Against

Abstain

8,375,592

2,688,326

3,763

 

4. On the resolution for the ratification of a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, the result of the voting was as follows:

 

For

Against

Abstain

10,614,509

451,844

1,357

 

5. On the resolution for the ratification that every three years be the preferred frequency with which the Company is to hold a stockholder vote to approve the compensation of its named executive officers, the result of the voting was as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

4,547,639

 

53,747

 

6,437,577

 

28,747

 

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6.The ratification of the appointment of Burr Pilger Mayer, Inc., as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015, was approved.

 

For

Against

Abstain

22,602,938

152,252

135,220

 


 

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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 thereunto duly authorized.

Date:  November 12, 2014

 

eGAIN CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/  Eric N. Smit

 

 

 

 

Eric N. Smit
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)

 

 

 

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