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 17, 2012
Rimage Corporation
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State Or Other Jurisdiction Of Incorporation)
| 000-00619 | 41-1577970 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
|
7725 Washington Avenue South Minneapolis, MN |
55439 |
| (Address Of Principal Executive Offices) | (Zip Code) |
(952) 944-8144
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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Items under Sections 1 through 4 and 6 through 9 are not applicable and therefore omitted.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 17, 2012, Rimage Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Of the 10,203,426 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, 8,116,073 shares or 79.54% were present either in person or by proxy.
The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the results of the votes cast at the meeting:
| 1. | To elect six directors of the Company to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified. |
| Nominee | For | Withhold | Broker Non-Vote |
| Sherman L. Black | 6,183,437 | 490,108 | 1,442,528 |
| Lawrence M. Benveniste | 6,340,508 | 333,037 | 1,422,528 |
| Thomas F. Madison | 6,130,242 | 543,303 | 1,422,528 |
| Kimberly K Nelson | 6,441,315 | 232,230 | 1,422,528 |
| Robert F. Olson | 6,422,370 | 251,175 | 1,422,528 |
| Steven M. Quist | 6,151,278 | 522,267 | 1,422,528 |
| James L. Reissner | 6,129,806 | 543,739 | 1,422,528 |
| 2. | To cast an advisory vote on executive compensation. |
| For | Against | Abstain | Broker Non-Vote |
| 4,120,015 | 2,208,161 | 345,369 | 1,422,528 |
| 3. | To ratify and approve the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012. |
| For | Against | Abstain | Broker Non-Vote |
| 7,654,954 | 454,827 | 6,292 | 0 |
As a result, each nominee was elected as a director of the Company and Proposals 2 and 3 were approved.
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.
| RIMAGE CORPORATION | |||
| By: | /s/ James R. Stewart | ||
| James R. Stewart | |||
| Chief Financial Officer | |||
Date: May 18, 2012