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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):
March 1, 2022
    _________________________________
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
  _________________________________

     
Delaware
 
000-27038
 
94-3156479
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
  _________________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareNUANThe NASDAQ Stock Market LLC

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))
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 March 1, 2022, Nuance Communications, Inc. (the “Company”) held its 2022 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 Carney188,424,97812,011,137
Mark D. Benjamin199,816,173619,942
Daniel Brennan199,818,263617,852
Thomas Ebling198,690,1001,746,015
Robert Finocchio199,750,528685,587
Laura S. Kaiser
198,762,6511,673,464
Michal Katz195,345,5695,090,546
Mark Laret182,045,37918,390,736
Sanjay Vaswani193,715,5046,720,611
Proposal 2: To approve a non-binding advisory vote on executive officer compensation:


For
Against
Abstain
Broker Non-Votes
195,178,236
4,352,308
905,571
44,950,620
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, 2022:


For
Against
Abstain
 
244,157,276
921,951
307,508
 





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: March 1, 2022   By: /s/ Wendy Cassity
      
Wendy Cassity
Executive Vice President and
Chief Legal Officer





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