UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of Registrant as Specified in Its Charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
Emerging growth company
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.
(a)(b) The 2023 Annual Meeting of Stockholders of Agilysys, Inc. was held on August 21, 2023. The following matters were voted on.
Proposal 1. Election of Directors
Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:
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For |
Against |
Abstain |
Broker Non-Votes |
Donald Colvin |
22,763,537 |
648,062 |
20,518 |
1,737,647 |
Dana Jones |
22,903,553 |
509,814 |
18,750 |
1,737,647 |
Jerry Jones |
21,035,856 |
2,377,770 |
18,491 |
1,737,647 |
Michael Kaufman |
15,960,099 |
7,451,134 |
20,884 |
1,737,647 |
Melvin Keating |
20,804,949 |
2,606,648 |
20,520 |
1,737,647 |
John Mutch |
20,759,225 |
2,652,371 |
20,521 |
1,737,647 |
Ramesh Srinivasan |
23,062,824 |
356,943 |
12,350 |
1,737,647 |
Proposal 2. Approval of an amendment to the Company’s Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.
For |
Against |
Abstain |
Broker Non-Votes |
22,210,306 |
1,184,617 |
37,194 |
1,737,647 |
Proposal 3. Advisory vote regarding executive compensation.
For |
Against |
Abstain |
Broker Non-Votes |
23,129,036 |
284,330 |
18,751 |
1,737,647 |
Proposal 4. Advisory vote regarding frequency of advisory vote regarding executive compensation.
1 Year |
2 Years |
3 Years |
Abstain |
22,662,506 |
6,046 |
751,865 |
11,700 |
Proposal 5. Ratification of appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024.
For |
Against |
Abstain |
25,094,570 |
24,579 |
50,615 |
(d) The Board of Directors has determined, in light of the advisory vote regarding frequency of advisory votes regarding executive compensation, to adopt a one-year frequency for future advisory votes regarding executive compensation until the next such vote is submitted to stockholders.
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 thereunto duly authorized.
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AGILYSYS, INC. |
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Date: |
August 23, 2023 |
By: |
/s/ Kyle C. Badger |
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Kyle C. Badger |