8-K

 

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): May 21, 2015

Pegasystems Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-11859

 

Massachusetts 04-2787865

(State or other jurisdiction of

incorporation)

(IRS Employer

Identification No.)

One Rogers Street, Cambridge, Massachusetts 02142

(Address of principal executive offices, including zip code)

617-374-9600

(Registrant’s telephone number, including area code)

Not Applicable

(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:

[  ]   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))

 

 


Item 5.07.  Submission of Matters to a Vote of Security Holders

The 2015 Annual Meeting of Stockholders of Pegasystems Inc. (the “Company”) was held on May 21, 2015. At the Annual Meeting, the following items were presented to the stockholders of the Company for their approval, and approved by the indicated votes:

1. To elect the seven nominees named in the Company’s definitive proxy statement to serve on the Company’s Board of Directors until its 2016 Annual Meeting of Stockholders. Each nominee for director was elected by a vote of stockholders as follows:

 

    

Peter

Gyenes

 

Richard

Jones

 

Steven

Kaplan

 

James

O’Halloran

 

Alan

Trefler

 

Larry

Weber

 

William

Wyman

 FOR

 

  65,608,653     68,268,141     68,396,886     68,385,260     67,108,910     68,403,173     68,395,903  

 AGAINST  

 

  2,997,878     334,390     209,720     220,958     1,497,496     198,931     210,528  

 ABSTAIN  

 

  5,523     9,523     5,448     5,836     5,648     9,950     5,623  

 Non Votes

 

  5,549,261     5,549,261     5,549,261     5,549,261     5,549,261     5,549,261     5,549,261  

2. To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on a non-binding advisory basis by a vote of stockholders as follows:

 

    

Executive Compensation

 

 FOR

 

   68,389,972

 AGAINST  

 

   91,198

 ABSTAIN

 

   130,884

 Non-Votes  

 

   5,549,261

3. To ratify the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. The proposal was approved by a vote of stockholders as follows:

 

    

Auditors

 

 FOR

 

   74,048,055

 AGAINST  

 

   102,665

 ABSTAIN

 

   10,595


Signature(s)

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.

 

Pegasystems Inc.
Date: May 28, 2015

By:

 

/s/ Anne T. Warner

 

Anne T. Warner
General Counsel and Secretary