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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 7, 2018

____________________
MITEK SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
____________________
 
Delaware
001-35231
87-0418827
(State or other jurisdiction
of incorporation)
Commission file number
(I.R.S. Employer
identification number)
600 B. Street, Suite 100,  San Diego, California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
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:
☐
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.
On March 7, 2018, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 18, 2017, the record date for the Annual Meeting, there were 34,831,636 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 28,632,476 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 29, 2018 (the “Proxy Statement”).

1.
A proposal to elect the following seven directors to serve until the Company’s 2019 annual meeting of stockholders and until their respective successors have been elected and qualified: James B. DeBello, William K. “Bill” Aulet, Kenneth D. Denman, James C. Hale, Bruce E. Hansen, Alex W. “Pete” Hart, and Jane J. Thompson.
 
 
For
 
Withheld
 
Broker Non-Votes
James B. DeBello
 
15,789,303

 
181,395

 
12,661,778

William K. “Bill” Aulet
 
15,478,366

 
492,332

 
12,661,778

Kenneth D. Denman
 
15,591,003

 
379,695

 
12,661,778

James C. Hale
 
15,320,306

 
650,392

 
12,661,778

Bruce E. Hansen
 
15,829,958

 
140,740

 
12,661,778

Alex W. “Pete” Hart
 
15,477,916

 
492,782

 
12,661,778

Jane J. Thompson
 
15,013,669

 
957,029

 
12,661,778


2.
A proposal to approve the Employee Stock Purchase Plan.
For
 
Against
 
Abstained
 
Broker Non-Votes
15,642,232

 
300,796

 
27,670

 
12,661,778


3.
A proposal to ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018.
For
 
Against
 
Abstained
 
Broker Non-Votes
27,553,938

 
743,702

 
334,836

 
—


4.
A proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.
For
 
Against
 
Abstained
 
Broker Non-Votes
13,769,069

 
1,918,954

 
282,675

 
12,661,778






SIGNATURES
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.
 
 
 
Mitek Systems, Inc.
 
 
 
 
March 8, 2019
 
By:
/s/ Jeffrey C. Davison
 
 
 
Jeffrey C. Davison
 
 
 
Chief Financial Officer