Current Report Filing (8-k)
August 14 2018 - 4:20PM
Edgar (US Regulatory)
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):
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August 14, 2018
(August 13, 2018)
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Majesco
(Exact Name of Registrant as Specified
in its Charter)
California
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001-37466
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77-0309142
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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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412 Mount
Kemble Ave, Suite 110C, Morristown, NJ 07960
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(973)
461-5200
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:
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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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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
x
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.
¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On August 13, 2018,
Majesco (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). A total of
36,631,715 shares of common stock constituting a quorum were represented in person or by valid proxies at the Annual Meeting. The
final r
esults for each of the matters submitted to a vote of stockholders at the Annual Meeting,
as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 25, 2018, are as follows:
Proposal
1
.
At the Annual Meeting, the terms of all eight (8) members of the Board of Directors expired. All of the eight (8)
nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors
have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes
to elect the eight (8) directors were as follows:
Directors
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For
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Withheld
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Abstentions
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Broker
Non-Votes
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Dr. Arun K. Maheshwari
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31,481,087
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55,089
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73,961
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2,193,999
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Ketan Mehta
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31,287,630
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248,546
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73,961
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2,193,999
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Earl Gallegos
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31,522,546
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13,630
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73,961
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2,193,999
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Rajesh Hukku
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31,522,846
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12,880
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74.411
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2,193,999
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Steven R. Isaac
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31,514,699
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21,477
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73,961
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2,193,999
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Atul Kanagat
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31,512,156
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24,020
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73,961
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2,193,999
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Sudhakar Ram
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31,296,778
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239,392
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73,967
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2,193,999
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Robert P. Restrepo, Jr.
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31,524,010
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11,716
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74,411
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2,193,999
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Proposal
2
. A
t the Annual Meeting, the stockholders approved an increase in the number of shares authorized for issuance under
the 2015 Plan by 2,000,000 shares to 5,877,263 shares from 3,877,263 shares. The result of the votes to approve the increase in
the number of shares authorized for issuance under the 2015 Plan by 2,000,000 shares to 5,877,263 shares from 3,877,263 shares
were as follows:
For
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Against
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Abstain
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Broker
Non-Votes
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30,977,822
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632,236
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79
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2,193,999
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Proposal
3
. A
t the Annual Meeting, the stockholders approved the appointment of MSPC Certified Public Accountants and Advisors,
P.C. as the Company’s independent auditors for the fiscal year ending March 31, 2019. The result of the votes to approve
MSPC Certified Public Accountants and Advisors, P.C. were as follows:
For
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Against
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Abstain
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Broker
Non-Votes
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33,708,498
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21,669
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73,969
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0
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Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Majesco
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By:
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/s/ Ketan Mehta
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Ketan Mehta, President and Chief Executive Officer
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Date: August 14, 2018
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