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INOD Innodata

Filed: 10 Jun 21, 10:04am

 

 

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): June 8, 2021

 

INNODATA INC.

(Exact name of registrant as specified in its charter)

 

Delaware001-3577413-3475943
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation) Identification No.)

 

55 Challenger Road 07660
Ridgefield Park, NJ (Zip Code)
(Address of principal executive offices)  

 

Registrant's telephone number, including area code (201) 371-8000
 
(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockINODThe Nasdaq Stock Market LLC
Preferred Stock Purchase RightN/AN/A

 

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)Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 8, 2021. At the Annual Meeting of Stockholders, the Company’s Stockholders (1) elected all four of the Company’s nominees for director; (2) approved the appointment of BDO India LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2021; (3) approved on an advisory basis the compensation of the Company’s named executive officers; and (4) approved the Innodata Inc. 2021 Equity Compensation Plan.

 

(b)The following matters set forth in the Company’s Proxy Statement dated April 22, 2021 were voted upon with the results indicated below:

 

Proposal #1- Election of Directors:

 

Name For  Withheld  Broker Non-Votes 
Jack S. Abuhoff  11,126,935   1,518,379   4,473,262 
Louise C. Forlenza  11,018,490   1,626,824   4,473,262 
Stewart R. Massey  10,478,138   2,167,176   4,473,262 
Nauman (Nick) Toor  11,036,986   1,608,328   4,473,262 

 

Proposal #2- Ratification of the selection and appointment of BDO India LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021:

 

For  Against  Abstain 
 16,998,638   30,963   88,975 

 

Proposal #3- Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

 

For  Against  Abstain  Broker Non-Votes 
 11,752,452   683,220   209,642   4,473,262 

 

Proposal #4- Approval of the Innodata Inc. 2021 Equity Compensation Plan:

 

For  Against  Abstain  Broker Non-Votes 
 10,465,166   1,977,592   202,556   4,473,262 

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

See Exhibit Index below, which is incorporated by reference herein.

 

Exhibit Index

 

Exhibit No.Description
  
99.1Innodata Inc. 2021 Equity Compensation Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 22, 2021.)

 

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 thereunto duly authorized.

 

 INNODATA INC.
  
Date:  June 10, 2021By:   /s/ Amy R. Agress
  Amy R. Agress
  Senior Vice President and General Counsel