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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 Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 2, 2021
  _________________________________
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
 _________________________________
DE 000-27038 94-3156479
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
                 1 Wayside Road
             Burlington, MA             01803
             (Address of Principal Executive Offices)             (Zip Code)
(781) 565-5000
(Registrant’s telephone number, including area code)
 _________________________________
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):
☐
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value per share NUAN NASDAQ

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.

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:

Director Nominee For Withheld
Lloyd Carney 227,010,502 15,946,836
Mark D. Benjamin 242,848,153 109,185
Daniel Brennan 242,846,004 111,334
Thomas Ebling 242,005,291 952,047
Robert Finocchio 242,843,220 114,118
Laura S. Kaiser 242,002,986 954,352
Michal Katz 235,901,110 7,056,228
Mark Laret 229,994,083 12,963,255
Sanjay Vaswani 235,333,897 7,623,441


Proposal 2: To approve a non-binding advisory vote on executive officer compensation:

For Against Abstain Broker Non-Votes
229,361,020 13,362,599 233,719 18,293,059


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:

For Against Abstain
259,471,783 1,587,783 190,831


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:

For Against Abstain Broker Non-Votes
78,885,850 163,370,934 700,554 18,293,059


ITEM 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.
 
    NUANCE COMMUNICATIONS, INC.
Date: February 3, 2021   By:   /s/ Wendy Cassity
      Wendy Cassity
Executive Vice President and
Chief Legal Officer


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